Common use of Mergers, Consolidations and Sales of Assets Clause in Contracts

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Administrative Borrower nor or any Restricted Subsidiary, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly Owned Restricted Subsidiary may merge into or consolidate with the Administrative Borrower or any other Loan Party in a transaction in which the Administrative Borrower or such other Loan Party is the surviving Person; provided that such merger or consolidation does not result in the Administrative Borrower or such other Loan Party ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia, (ii) any Wholly Owned Restricted Subsidiary that is not a Loan Party may merge into or consolidate with any other Wholly Owned Restricted Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Restricted Subsidiary will wind upthat is not a Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Restricted Subsidiary so long as, liquidate or dissolve its affairs or enter into any transaction of if one such Subsidiary is a Wholly Owned Restricted Subsidiary, such Wholly Owned Restricted Subsidiary shall survive and continue to be a Wholly Owned Restricted Subsidiary immediately following such merger or consolidation consolidation, (other than solely to change iv) the jurisdiction of organization or type of organization Administrative Borrower and any Restricted Subsidiary may make Investments permitted by Section 6.04, (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, v) any Restricted Subsidiary may sell, lease or sublease (as lessor or sublessor)lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Loan Party and any Loan Party may sell or otherwise dispose of, or part with control of any or all of, the Equity Interests of any Subsidiary to a Loan Party, (vi) to the extent otherwise permitted by this Agreement (including Section 6.05(b)), the Administrative Borrower or any of its Subsidiaries may sell all or substantially all of its business, property or assets, except for: the assets of any of their Subsidiaries and (avii) Capital Expenditures by Borrower and the Restricted Subsidiaries;Transactions may be consummated. (b) Sales Make any Disposition (other than a Disposition permitted by Section 6.05(a) or dispositions a Restricted Payment permitted by Section 6.06(a)), except: (i) Dispositions of useddamaged, obsolete, surplus or worn outout property, obsolete or surplus Property or Property property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain used or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination business, whether now owned or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Salehereafter acquired, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (jii) conveyancesDispositions of inventory, salesgoods held for sale, leases, transfers or other dispositions which do not constitute Asset Salescash and Permitted Investments in the ordinary course of business; (kiii) any taking by a Governmental Authority licensing, sublicensing, abandonment or other Dispositions of assets or property, or any part thereof, under intellectual property rights in the power ordinary course of eminent domain or condemnationbusiness; (liv) Dispositions of property (other than Equity Interests or all or substantially all of the assets of the Administrative Borrower or a Restricted Subsidiary) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (v) the sale or other transfer of products, services or accounts receivable in the ordinary course of business; (vi) Dispositions of property among the Loan Parties; (vii) leases and subleases of property and real property and licenses and sublicenses thereof, in each case in the ordinary course of business; (viii) to the extent constituting a Disposition, the termination or unwinding of Hedging Agreements; (ix) Dispositions by Restricted Subsidiaries that are not Loan Parties to (a) other Restricted Subsidiaries that are not Loan Parties or (b) Loan Parties; (x) the sale or discount without recourse of accounts receivable in connection with the compromise or collection thereof; (xi) leases of real property owned in fee that do not interfere in any material respect with the business of the Administrative Borrower or the applicable Restricted Subsidiary conducted at such location; (xii) any condemnation or eminent domain proceedings affecting real property; (xiii) trade-ins to vendors; (xiv) the sale or disposition of an interest in a Wholly Owned Subsidiary to a prospective joint venture partner in connection with the creation of, or conversion of such Subsidiary into, a joint venture (including, for the avoidance of doubt, a sale of preferred Equity Interests); provided that the number of Facilities that may be subject to joint ventures pursuant hereto shall not exceed the number of Facilities acquired by the Administrative Borrower or its Restricted Subsidiaries may make sales, after the Original Closing Date; (xv) transfers or other dispositions of property subject to a Casualty Eventany settlement of, or payment in respect of, any property or casualty insurance claim; (mxvi) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions Dispositions of Investments in Joint Ventures joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (nxvii) sellinggranting of easements, factoring rights-of-way, permits, licenses, restrictions or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order like with respect to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required LendersReal Property, in each case, to a Person other than a Credit Partywhich do not interfere in any material respect with the ordinary course of business of the Borrowers and the Restricted Subsidiaries; and (xviii) Dispositions by the Administrative Borrower and any Restricted Subsidiary not otherwise permitted under this Section 6.05; provided that (1) (x) both immediately before and after the time on which the definitive agreements for such Disposition are entered into, so long as no Default or Event of Default exists, such Collateral shall have occurred and be continuing and (unless sold to Borrower or a Guarantory) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense time of Borrower and without recourse such transaction, no Default or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default existsshall have occurred and be continuing under paragraph (b), (c), (g) or (h) of Article VII, (2) the Obligations Net Cash Proceeds of such Guarantor and all obligations Disposition are applied in accordance with the requirements of Section 2.13, (3) no less than 75% of the consideration received for such Disposition shall be paid in cash (provided that any Indebtedness for borrowed money of any Borrower or Restricted Subsidiary that is disposing of the asset in question which is assumed by the purchaser of such Guarantor under asset shall be considered cash for purposes of this clause (3) as long as the Credit Documents Administrative Borrower and its Restricted Subsidiaries no longer have any obligations in respect of such Indebtedness following such assumption), (4) such Dispositions shall terminate not constitute all or substantially all of the assets of the Administrative Borrower and its Subsidiaries and (5) any Disposition pursuant to this paragraph (xviii) shall be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationfor fair market value.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) (x) Merge into or consolidate with any Restricted Subsidiary will wind upother Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))dissolve, or convey, (y) sell, lease or sublease (as lessor or sublessor)transfer, transfer lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its business, property the assets (whether now owned or assetshereafter acquired) of the Borrower, except for: that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (ai) Capital Expenditures any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful could not reasonably be expected to result in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (cb) Consummate any Asset Sales by Borrower or any Restricted Subsidiary; provided Sale (notwithstanding that it may be otherwise permitted under paragraph (a) above) unless (i) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such the Asset Sale, no Event Sale at least equal to the Fair Market Value of Default then exists the assets or would arise therefrom, Equity Interests issued or sold or otherwise disposed of; (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than at least 75% of the consideration received in the Asset Sale by the Borrower or such consideration Restricted Subsidiary is in the form of cash (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x)this provision, any securities, notes or other obligations received by the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of the receipt of such securities, notes or Cash Equivalents (other obligations, to the extent of the cash received in that conversion will be deemed to be cash); (iii) any consideration received by the Borrower or Cash Equivalents receivedany Subsidiary Guarantor in connection with such Asset Sale pursuant to this paragraph (b) within one hundred and eighty that is in the form of Indebtedness shall be pledged to the Collateral Agent pursuant to Section 5.10; (180iv) days following with respect to any such Asset Sale, the closing Borrower shall be in compliance, on a pro forma basis after giving effect to such Asset Sale, with the Financial Covenants as if such Asset Sale had occurred on the first day of the applicable dispositionTest Period; and (v) after giving effect to any such Asset Sale, (C) no Default or Event of Default shall have occurred and be continuing; provided that with respect to any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received Asset Sale pursuant to this clause (C) that is at that time outstandingb), not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value amount of all Property transferred by Borrower consideration received from and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries after the Funds Availability Date shall not exceed in any fiscal year 5% of Borrowernet property, (x) prior to the earlier plant and equipment of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesSubsidiaries, transfers or other dispositions of property subject to calculated on a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part cumulative basis; provided that no more than $50,000,000 of such acquisition and in each case comprising all or a portion of the aggregate consideration in respect of such sale or acquisition; (q) received from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), Funds Availability Date may be sold, transferred or otherwise disposed of free and clear from Asset Sales of the Liens created by assets of the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationNY Real Property Subsidiaries.

Mergers, Consolidations and Sales of Assets. Neither From the Signing Date, the Borrower will not, nor will it cause or permit any of its Restricted Subsidiary will wind upSubsidiaries to: (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))dissolve, or convey, (b) sell, lease or sublease (as lessor or sublessor)transfer, transfer lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its business, property the assets (whether now owned or assetshereafter acquired) of the Borrower, except for: that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (ai) Capital Expenditures any Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) will be permitted in connection with an Investment which would be permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful could not reasonably be expected to result in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate (a) ILFC shall not consolidate with or dissolve its affairs or enter merge into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), Person or convey, selltransfer or lease its properties and assets substantially as an entirety to any Person, lease and ILFC shall not permit any Person to consolidate with or sublease (as lessor merge into it or sublessor)convey, transfer or otherwise dispose of all or lease its properties and assets substantially all of its businessas an entirety to it, property or assets, except forunless: (ai) Capital Expenditures by Borrower (A) in connection with the sale of ILFC and its subsidiaries to a subsidiary of AerCap so long as ILFC’s successor Delaware statutory trust, the Acceding Guarantors, Grandparent Holdco, Parent Holdco, Borrower, each Subsidiary Holdco and the Restricted SubsidiariesAdministrative Agent have entered into the AerCap Acquisition Amendment (which the Administrative Agent shall enter into upon written request of ILFC) and the AerCap Acquisition Amendment Effective Date has occurred or is occurring pursuant to which, among other things, the Acceding Guarantors become Obligors for the purposes of Article 7 hereof; or (B) in all other cases, ILFC shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which ILFC is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of ILFC substantially as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an amendment hereto, executed and delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, ILFC’s guaranty herein of the due and punctual payment of the principal of (and premium, if any) and interest on all the Loans and the performance of every covenant of this Agreement and the other Loan Documents on the part of ILFC to be performed or observed; (ii) immediately after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iii) ILFC has delivered to the Administrative Agent an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if any amendment is required in connection with such transaction, such amendment comply with this Section 5.17 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Sales Upon any consolidation by ILFC with or dispositions merger by ILFC into any other Person or any conveyance, transfer or lease of usedthe properties and assets of ILFC substantially as an entirety in accordance with clause (a), worn outthe successor Person formed by such consolidation or into which ILFC is merged or to which such conveyance, obsolete transfer or surplus Property or Property no longer useful lease is made shall succeed to, and be substituted for, and may exercise every right and power of, ILFC under the Loan Documents with the same effect as if such successor Person had been named as ILFC herein, and thereafter, except in the business case of Borrower by Borrower and the Restricted Subsidiaries a lease or as otherwise provided in the ordinary course AerCap Acquisition Amendment, ILFC or the predecessor Person shall be relieved of business all obligations and covenants under the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect;Loan Documents. (c) Asset Sales by Borrower None of Grandparent Holdco, Parent Holdco, the Borrower, CA Subsidiary Holdco, Irish Subsidiary Holdco, any Owner Subsidiary nor any Intermediate Lessee shall merge or any Restricted Subsidiary; provided that consolidate into another Person unless (i) at the time capital structure immediately prior to such merger or consolidation would remain unchanged after giving effect to such merger or consolidation such that ILFC would directly or indirectly own 100% of such Asset Salethe Equity Interest in Grandparent Holdco, no Event Grandparent Holdco would directly own 100% of Default then exists the Equity Interest in Parent Holdco, Parent Holdco would directly own 100% of the Equity Interest in the Borrower and in each applicable Subsidiary Holdco and, subject to the Local Requirements Exception, each Subsidiary Holdco would directly (or would arise therefromindirectly via Owner Subsidiaries in which it directly or indirectly owns 100% of the Equity Interests) own 100% of the Equity Interest in each of its applicable Owner Subsidiaries, (ii) the successor Person formed by such consolidation or into which the relevant Transaction Party is merged would be the successor Transaction Party such that, for example, if the Borrower or any merges into a Delaware partnership, the surviving Delaware partnership would become the Borrower, (iii) such successor Person would be bound to perform all of the obligations and duties of its Restricted Subsidiaries shall receive not less than 75% predecessor entity, (iv) no Default or Event of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries Default shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred occurred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without be continuing after giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, (v) the Collateral Agent will continue to have a Guarantor); first priority perfected security interest in all of the Collateral (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, including 100% of the surviving Person is, or becomes substantially concurrently with Equity Interest in each such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any successor Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (BParent Holdco) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower Permitted Liens and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required byunder the Express Perfection Requirements, or made pursuant toand will receive a legal opinion from reputable international counsel to such effect and (vi) the Administrative Agent shall have received a certificate, customary buy/sell arrangements between dated as of the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part date of such acquisition merger or consolidation and in each case comprising all signed by the President, a Vice President or a portion Financial Officer of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and ILFC confirming that each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationpreceding conditions (i) through (v) have been satisfied.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Banks have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower's S&P Rating or assignment of Contractual Obligations Xxxxx'x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the extent Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A)Borrower shall be the surviving or continuing corporation, (By) Borrower and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)its Subsidiaries may sell inventory, the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement reserves and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts electricity in the ordinary course of business;, and (z) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (j1) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;Borrower is the surviving entity, (k2) any taking unless consented to by the Required Banks, no downgrade in the Borrower's S&P Rating or Xxxxx'x Rating would occur as a Governmental Authority result of the consummation of such a transaction, (3) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, (4) no Default or Event of Default would has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as "stock" for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qconvertible into stock) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer Subsidiary of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldBorrower, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold except to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense Wholly-Owned Subsidiary of Borrower and without recourse or warranty by Collateral Agent (including except for the execution and delivery purpose of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of Borrower and its Restricted Subsidiaries taken as a wholeSubsidiaries; provided, however, that (i) the foregoing shall not prohibit any sale, lease, transfer or disposition of assets, other than equity interests in or the assets of Black Hills Power, Inc. and the termination or assignment of Contractual Obligations Cheyenne Light, Fuel and Power Company, solely to the extent and so long as (A) such termination transaction does not result in a downgrade of Borrower’s S&P Rating or assignment does Borrower’s Xxxxx’x Rating below investment grade, (B) such transaction is for cash consideration (or other consideration acceptable to the Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect;, taken as a whole, (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower the foregoing shall not prohibit any sale, lease, transfer or any of its Restricted Subsidiaries shall receive disposition to which the Required Banks have consented, such consent not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: by unreasonably withheld if (A) any liabilities (as shown on such transaction does not result in a downgrade of either Borrower’s S&P Rating or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writingXxxxx’x Rating below investment grade, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into transaction is for cash consideration (or Cash Equivalents (other consideration acceptable to the extent of the cash or Cash Equivalents receivedRequired Banks) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, amount not in excess of $75.0 million, with less than the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicablethe applicable assets, and without giving effect to subsequent changes in value(C) and such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole; (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (Aother than Marketing Subsidiary) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents Borrower shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documentssurviving or continuing corporation; (iiv) voluntary terminations of Swap Contracts Borrower and other assets or contracts its Subsidiaries may sell inventory, reserves and electricity in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (lv) Borrower and its Restricted Subsidiaries may make sales, transfers sell the assets of or other dispositions of property subject to a Casualty Event;equity interest in any Immaterial Subsidiary; and (mvi) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (A) Borrower or such Subsidiary is the surviving entity, (B) unless consented to by the Required Banks, no downgrade in the Borrower’s S&P Rating or Xxxxx’x Rating below investment grade would occur as a result of the consummation of such a transaction, (vii) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, and (viii) no Default or Event of Default would has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a “substantial part” of the consolidated assets of Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers or other dispositions of Investments in Joint Ventures when added to the extent required bynet book value of all other assets sold, leased, transferred or made pursuant todisposed of by the Borrower and its Subsidiaries (excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.12(a) or Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as “stock” for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qconvertible into stock) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer Subsidiary of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldBorrower, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold except to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense Wholly-Owned Subsidiary of Borrower and without recourse or warranty by Collateral Agent (including except for the execution and delivery purpose of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind (a) Wind up, liquidate or dissolve its affairs or enter merge into or consolidate with any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))person, or convey, sell, lease permit any other person to merge into or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assetsconsolidate with it, except for: any Subsidiary may merge or consolidate into (aA) Capital Expenditures by the Borrower and in a transaction in which the Restricted Subsidiaries;Borrower is the surviving corporation or (B) any Subsidiary Guarantor so long as such Subsidiary Guarantor is the surviving corporation. (b) Make any Asset Sale except: (i) Asset Sales or dispositions of obsolete, used, surplus or worn outout property, obsolete whether now owned or surplus Property hereafter acquired, or Property of property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain used or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, thatSubsidiaries, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (jii) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority Sales of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; (oiii) Asset Sales by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries (in each case including any such Asset Sales effected pursuant to a merger, consolidation liquidation or amalgamation in order dissolution); provided, that if the transferor of such property is a Loan Party (x) the transferee thereof must either be the Borrower or a Subsidiary Guarantor or (y) to effect a Permitted Acquisitionthe extent such transaction constitutes an Investment, such transaction is permitted under Section 6.04; (piv) any disposition Asset Sales of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisitionPermitted Investments; (qv) from leases or subleases of property in the ordinary course of business and after which do not materially interfere with the Xxxx Las Vegas Reorganization, business of the transfer or sale or disposition of any Aircraft AssetsBorrower and the Subsidiaries; and (rvi) any transfer Asset Sales in the ordinary course of Equity Interests business consisting of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence abandonment of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lendersintellectual property rights which, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear reasonable good faith determination of the Liens created by Borrower, are not material to the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect conduct of the foregoing at business of the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationSubsidiaries.

Mergers, Consolidations and Sales of Assets. Neither The Borrower will not, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of the Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to be unreasonably withheld if (A) such transaction does not result in a whole; and downgrade of the termination Borrower’s S&P Rating or assignment of Contractual Obligations Mxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which the Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary the Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) the Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear total assets of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including its Subsidiaries, determined on a consolidated basis as of the execution and delivery last day of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Holdings will not, and will not permit any Borrower and the Restricted Subsidiaries; (b) Sales to, merge into or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or consolidate with any other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that person unless (i) at the time of such Asset Sale, thereof and immediately after giving effect thereto no Event of Default then exists or would arise therefrom, Default shall have occurred and be continuing and (ii) the person formed by such consolidation or into which Holdings or such Borrower or any of its Restricted Subsidiaries is merged shall receive not less than 75% of such consideration in be a person organized and existing under the form laws of (x) cash in the case of Holdings and the U.S. Borrower, the United States of America, any State thereof or Cash Equivalents or the District of Columbia, and (y) Permitted Business Assets (in case of any other Borrower, the jurisdiction of such Borrower or, if the Administrative Agent and each applicable Lender to such Borrower are reasonably satisfied that such Lenders may make loans and other extensions of credit to such Borrower in the applicable currency or currencies in the proposed jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense, any other jurisdiction, and, in each case, free shall expressly assume pursuant to an instrument executed and clear of all Liens at delivered to the time received other than Permitted Liens) (it being understood that for Administrative Agent, and in form and substance reasonably satisfactory to the purposes of clause (c)(ii)(x)Administrative Agent, the following shall be deemed to be cash: (A) any liabilities (as shown on BorrowerHolding’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in Borrower’s, as the footnotes thereto) case may be, obligations for performance of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to every covenant of this Agreement on the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect part of such disposition having an aggregate fair market valueperson to be performed (unless, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer Borrower other than the U.S. Borrower, such Borrower will cease to be a Subsidiary upon the consummation of such transaction and the conditions for release of such Borrower pursuant to Section 9.25 are satisfied). For the avoidance of doubt, this Section 6.04 shall only apply to a Foreign Subsidiary permitted under clause (A) above)merger or consolidation in which Holdings or the applicable Borrower is not the surviving person. Upon any consolidation by Holdings or a Borrower with or merger by Holdings or a Borrower into any other person, the Lien on successor person formed by such property granted in favor of Collateral Agent consolidation or into which Holdings or such Borrower is merged shall succeed to, and be substituted for, and may exercise every right and power of, Holdings or such Borrower under the Security Documents shall be maintained in accordance this Agreement with the provisions of this Agreement and the applicable Security Documents;same effect as if such successor person had been named as Holdings or such Borrower herein. (ib) voluntary terminations Holdings will not, nor will it cause or permit any of Swap Contracts and other assets the Significant Subsidiaries to, sell, transfer, lease or contracts otherwise dispose of in one transaction or in a series of transactions, all or substantially all of the ordinary course property of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower Holdings and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to taken as a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationwhole.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Banks have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower’s S&P Rating or assignment of Contractual Obligations Xxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the extent Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A)Borrower shall be the surviving or continuing corporation, (By) Borrower and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)its Subsidiaries may sell inventory, the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement reserves and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts electricity in the ordinary course of business;, and (z) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (j1) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;Borrower is the surviving entity, (k2) any taking unless consented to by the Required Banks, no downgrade in the Borrower’s S&P Rating or Xxxxx’x Rating would occur as a Governmental Authority result of the consummation of such a transaction, (3) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, (4) no Default or Event of Default would has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.12(a) or Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as “stock” for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qconvertible into stock) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer Subsidiary of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldBorrower, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold except to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense Wholly-Owned Subsidiary of Borrower and without recourse or warranty by Collateral Agent (including except for the execution and delivery purpose of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of Borrower and its Restricted Subsidiaries taken as a wholeSubsidiaries; provided, however, that (v) the foregoing shall not prohibit any sale, lease, transfer or disposition of assets, other than equity interests in or the assets of Black Hills Power, Inc. and the termination or assignment of Contractual Obligations Cheyenne Light, Fuel and Power Company, solely to the extent and so long as (A) such termination transaction does not result in a downgrade of Borrower’s S&P Rating or assignment does Borrower’s Xxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the Required Banks) in an amount not less than the fair market value of the applicable assets, (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect; , taken as a whole, and (cD) Asset Sales such transaction is consummated (and all consideration therefore is received by Borrower or any Restricted its applicable Subsidiary; provided that ) on or before the date which is eighteen (i18) at months after the time of such Asset Sale, no Event of Default then exists or would arise therefromInitial Loan Date, (iiw) Borrower the foregoing shall not prohibit any sale, lease, transfer or any of its Restricted Subsidiaries shall receive disposition to which the Required Banks have consented, such consent not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: by unreasonably withheld if (A) any liabilities (as shown on such transaction does not result in a downgrade of either Borrower’s S&P Rating or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writingXxxxx’x Rating, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into transaction is for cash consideration (or Cash Equivalents (other consideration acceptable to the extent of the cash or Cash Equivalents receivedRequired Banks) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, amount not in excess of $75.0 million, with less than the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicablethe applicable assets, and without giving effect to subsequent changes in value(C) and (iii) the Net Available Proceeds therefrom shall be applied such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A)Borrower shall be the surviving or continuing corporation, (By) Borrower and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)its Subsidiaries may sell inventory, the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement reserves and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts electricity in the ordinary course of business;, and (z) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (ji) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;Borrower is the surviving entity, (kii) any taking unless consented to by the Required Banks, no downgrade in the Borrower’s S&P Rating or Xxxxx’x Rating would occur as a Governmental Authority result of the consummation of such a transaction, (iii) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, and (iv) no Default or Event of Default would has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.12(a) or Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as “stock” for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qconvertible into stock) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer Subsidiary of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldBorrower, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold except to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense Wholly-Owned Subsidiary of Borrower and without recourse or warranty by Collateral Agent (including except for the execution and delivery purpose of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of such Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideratixx (xx other consideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which a Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidationconsolidation involving a Borrower, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, such Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary a Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of a Borrower 32 and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or property, or any part thereof, under the power disposed of eminent domain or condemnation; (l) by such Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of property subject to a Casualty Event; (m) Borrower surplus Property and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and the total assets (having been newly formed in connection with such acquisition), made as part of such acquisition Borrower and in each case comprising all or its Subsidiaries, determined on a portion consolidated basis as of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear last day of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of such Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to be unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideration (or xxxxx consideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which a Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidationconsolidation involving a Borrower, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, such Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary a Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) a Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by such Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and the total assets (having been newly formed in connection with such acquisition), made as part of such acquisition Borrower and in each case comprising all or its Subsidiaries, determined on a portion consolidated basis as of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear last day of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower will not, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of the Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and downgrade of the termination Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideration (ox xxxxx consideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which the Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary the Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. 32 As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) the Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear total assets of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including its Subsidiaries, determined on a consolidated basis as of the execution and delivery last day of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither (a) The Company and Borrower nor will not, and will not permit any Restricted Subsidiary will wind upto, liquidate (i) consolidate or dissolve its affairs amalgamate with or enter into be a party to a merger with any transaction of merger other corporation or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part (as defined in paragraph (d) of its businessthis Section 5.12) of Consolidated Assets; provided, property or assetshowever, except forthat: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B1) any Restricted Subsidiary may merge or amalgamate or consolidate with or into Borrower (as the Company or any Wholly-owned Restricted Subsidiary so long as Borrower is in any merger or consolidation involving the Company, the Company shall be the surviving Personor continuing corporation; (2) the Company may consolidate or amalgamate or merge with any Guarantor other corporation if (as long as i) (x) in the case of any consolidation or merger, the purchasing, surviving Person isor continuing corporation shall be the Company or (y) in the case of any amalgamation, the Company's existence shall continue with the amalgamation and all obligations hereunder and under the Note shall constitute obligations of the amalgamated entity and (ii) at the time of such amalgamation, consolidation or becomes substantially concurrently with such merger and after giving effect thereto, no Default or consolidation, a Guarantor)Event of Default shall have occurred and be continuing; and (C3) any Restricted Subsidiary may merge sell, lease or consolidate with otherwise dispose of all or into any other substantial part of its assets to the Company or any Wholly-owned Restricted Subsidiary Subsidiary. (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Db) The Company will not permit any Restricted Subsidiary may be voluntarily liquidatedto issue or sell any shares of stock of any class (including as "stock" for the purposes of this Section 5.12, voluntarily wound up any warrants, rights or voluntarily dissolved (so long as any options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such liquidation or winding up does not constitute or involve an Asset Sale Restricted Subsidiary to any Person other than the Company or a Wholly-owned Restricted Subsidiary, except for the purpose of qualifying directors, or except in satisfaction of the validly pre-existing preemptive rights of minority shareholders in connection with the simultaneous issuance of stock to Borrower the Company and/or a Restricted Subsidiary whereby the Company and/or such Restricted Subsidiary maintain their same proportionate interest in such Restricted Subsidiary. (c) The Company will not sell, transfer or otherwise dispose of any shares of stock of any Restricted Subsidiary (except to qualify directors) and will not permit any Restricted Subsidiary to sell, transfer or otherwise dispose of (except to the Company or a Wholly-owned Restricted Subsidiary) any shares of stock of any other Restricted Subsidiary Subsidiary, unless: (1) simultaneously with such sale, transfer, or any other owner disposition, all shares of equity interests in stock of such Restricted Subsidiary unless at the time owned by the Company and by every other Restricted Subsidiary shall be sold, transferred or disposed of as an entirety; and (2) such Asset Sale is otherwise permitted pursuant to sale or other disposition does not involve a substantial part (as hereinafter defined) of the assets of the Company and its Restricted Subsidiaries. (d) As used in this Section 10.05); provided5.12, howevera sale, thatlease or other disposition of assets shall be deemed to be a "substantial part" of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, in each case with respect when added to clauses (A)the book value of all other assets sold, (B) leased or otherwise disposed of by the Company and (C) of this Section 10.05(h) its Restricted Subsidiaries (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyancesduring the 12-month period ending with the date of such sale, saleslease or other disposition, leasesexceeds 10% of Consolidated Assets, transfers determined as of the end of the immediately preceding fiscal quarter. For the purpose of making any determination of "substantial part," any sale, lease or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under of the power of eminent domain or condemnation; (l) Borrower Company and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower shall not be included if and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of net proceeds are segregated from the general accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from Company and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary Subsidiary, invested in Cash Equivalents until applied in accordance with clauses (1) or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor2) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documentsbelow, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent either (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any 1) within one year after such sale, transfer lease or other disposition results disposition, are used to acquire Like Assets, or (2) within one year after such sale, lease or disposition, are applied to the optional prepayment of Senior Funded Debt. Any such prepayment applied to the prepayment of the Notes shall be prepaid as and to the extent provided in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationSection 2.2 hereof.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) The Company will not, and will not permit any Restricted Subsidiary will wind upto, liquidate consolidate with or dissolve its affairs or enter into be a party to a merger with any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))corporation, or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for; provided that: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B1) any Restricted Subsidiary may merge or consolidate with or into Borrower (as the Company or any Wholly-owned Restricted Subsidiary which is a Domestic Restricted Subsidiary so long as Borrower is in any merger or consolidation involving the Company, the Company shall be the surviving Personor continuing corporation; (2) the Company may consolidate or merge with any Guarantor other corporation if (as long as i) the surviving Person is, or becomes substantially concurrently with corporation which results from such merger or consolidationconsolidation (the "surviving corporation") is organized under the laws of any state of the United States or the District of Columbia, (ii) the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observation of all of the covenants in the Notes and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, and (iii) at the time of such consolidation or merger and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the surviving corporation would be permitted by the provisions of SECTION 5.8(b) to incur at least $1.00 of additional Funded Debt; (3) the Company may sell or otherwise dispose of all or substantially all of its assets (other than stock and Indebtedness of a Restricted Subsidiary, which may only be sold or otherwise disposed of pursuant to SECTION 5.10(c)) to any Person for consideration which represents the fair market value (as determined in good faith by the Board of Directors of the Company, a Guarantorcopy of which determination certified by the Secretary or an Assistant Secretary of the Company shall have been furnished to the holders of the Notes) at the time of such sale or other disposition if (i) the acquiring Person is a corporation organized under the laws of any state of the United States or the District of Columbia, (ii) the due and punctual payment of the principal of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants in the Notes and in this Agreement to be performed or observed by the Company are expressly assumed in writing by the acquiring corporation and the acquiring corporation shall furnish the holders of the Notes an opinion of counsel satisfactory to such holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such acquiring corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, and (iii) at the time of such sale or disposition and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the acquiring corporation would be permitted by the provisions of SECTION 5.8(b) to incur at least $1.00 of additional Funded Debt. (b) Notwithstanding any of the provisions of SECTION 5.10(a)(3); (C) , the Company will not, and will not permit any Restricted Subsidiary may merge to, sell, lease, transfer, abandon or consolidate with otherwise dispose of assets (except assets sold in the ordinary course of business for fair market value); provided that the foregoing restrictions do not apply to: (1) the sale, lease, transfer or into any other disposition of assets of a Restricted Subsidiary (so long as, if either Restricted Subsidiary is to the Company or a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Wholly-owned Restricted Subsidiary or any of the Company to a Wholly-Owned Restricted Subsidiary; or (2) the sale of such assets for cash or other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant property to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (a Person or Persons other than in an Affiliate if all of the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents;following conditions are met: (i) voluntary terminations of Swap Contracts and such assets (valued at net book value) do not, together with all other assets or contracts of the Company and its Subsidiaries previously disposed of during the same fiscal year (other than in the ordinary course of business; ), exceed 10% of Consolidated Total Assets, and such assets (jvalued at net book value) conveyancesdo not, sales, leases, transfers or together with all other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority assets of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower Company and its Restricted Subsidiaries may make sales, transfers or previously disposed of during the period from the date of this Agreement to and including the date of the sale of such assets (other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) than in the ordinary course of business), exceed 25% of Consolidated Total Assets, in each such case determined as of the end of the immediately preceding fiscal quarter; (oii) any merger, consolidation in the opinion of the Board of Directors of the Company if the aggregate sale price of such assets is $1,000,000 or amalgamation more and in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests the opinion of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part Responsible Officer of the Company if the aggregate sale price of such acquisition assets is less than $1,000,000, the sale is for fair value and is in each case comprising all or a portion the best interests of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft AssetsCompany; and (riii) immediately prior to and immediately after the consummation of the transaction and after giving effect thereto, (A) no Default or Event of Default would exist, and (B) the Company would be permitted by the provisions of SECTION 5.8(b) to incur at least $1.00 of additional Funded Debt; provided, however, that for purposes of the foregoing calculation, there shall not be included any transfer assets the proceeds of Equity Interests which were or are applied within twelve months of the date of sale of such assets to either (A) the acquisition of property or assets useful and intended to be used in the operation of the Company and its Restricted Subsidiaries as described in SECTION 5.5 and similar in nature to the assets so sold and the purchase price of which is at least equal to that of the property or assets so disposed of or (B) the prepayment at any applicable prepayment premium, on a pro rata basis, of Senior Indebtedness (including, without limitation, the Notes) of the Company ranking pari passu with the Notes. It is understood and agreed by the Company that any such proceeds paid and applied to the prepayment of the Notes as hereinabove provided shall be prepaid as and to the extent provided in SECTION 2.2. Computations pursuant to this SECTION 5.10(b) shall include dispositions made pursuant to SECTION 5.10(c) and computations pursuant to SECTION 5.10(c) shall include dispositions made pursuant to this SECTION 5.10(b). (c) The Company will not, and will not permit any Restricted Subsidiary to, sell, pledge or otherwise dispose of any shares of the stock (including as "stock" for the purposes of this Section any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of a Restricted Subsidiary (said stock, options, warrants and other Securities herein called "Restricted Subsidiary Stock") or any Indebtedness of any Restricted Subsidiary, nor will any Restricted Subsidiary issue, sell, pledge or otherwise dispose of any shares of its own Restricted Subsidiary Stock, provided that the foregoing restrictions do not apply to: (1) the issue of directors qualifying shares; or (2) the issue of Restricted Subsidiary Stock to the Company; or (3) the sale or other disposition at one time to a Person (other than directly or indirectly to an Affiliate) of the entire Investment of the Company and its Restricted Subsidiaries in any Restricted Subsidiary, provided that any sale or other disposition pursuant to this clause (3) of SECTION 5.10(c) must satisfy all of the following conditions: (i) the assets (valued at the higher of net book value or fair market value) of such Restricted Subsidiary do not, together with all other assets of the Company and its Restricted Subsidiaries previously disposed of during the same fiscal year (other than in the ordinary course of business), exceed 10% of Consolidated Total Assets, and the assets (valued at the higher of net book value or fair market value) of such Restricted Subsidiary do not, together with all other assets of the Company and its Restricted Subsidiaries previously disposed of during the period from the date of this Agreement to and including the date of the sale of such assets (other than in the ordinary course of business), exceed 25% of Consolidated Total Assets, in each such case determined as of the end of the immediately preceding fiscal quarter; (ii) in the opinion of the Company's Board of Directors, the sale is for fair value and is in the best interests of the Company; (iii) immediately after the consummation of the transaction and after giving effect thereto, such Restricted Subsidiary shall have no Indebtedness of or continuing Investment in the capital stock of the Company or of any Restricted Subsidiary and any such Indebtedness or any Gaming Facility in connection with Investment shall have been discharged or acquired, as the occurrence of a Trigger Event. To the extent any Collateral is soldcase may be, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required LendersCompany or a Restricted Subsidiary; and (iv) immediately prior to and immediately after the consummation of the transaction and after giving effect thereto, in each case, to a Person other than a Credit Party, so long as (A) no Default or Event of Default existswould exist, and (B) the Company would be permitted by the provisions of SECTION 5.8(b) to incur at least $1.00 of additional Funded Debt; provided, however, that for purposes of the foregoing calculation, there shall not be included any assets the proceeds of which were or are applied within twelve months of the date of sale of such Collateral assets to either (unless sold A) the acquisition of property or assets useful and intended to Borrower or a Guarantor) shall, except as set forth be used in the proviso operation of the Company and its Restricted Subsidiaries as described in SECTION 5.5 and similar in nature to Section 10.05(h), be sold, transferred the assets so sold and the purchase price of which is at least equal to that of the property or otherwise assets so disposed of free and clear or (B) the prepayment at any applicable prepayment premium, on a pro rata basis, of Senior Indebtedness (including, without limitation, the Notes) of the Liens created Company ranking pari passu with the Notes. It is understood and agreed by the Security Documents, Company that any such proceeds paid and Collateral Agent applied to the prepayment of the Notes as hereinabove provided shall take all actions appropriate or reasonably requested by Borrower in order be prepaid as and to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor provided SECTION 2.2. Computations pursuant to this SECTION 5.10(c) shall include dispositions made pursuant to SECTION 5.10(b) and all obligations of such Guarantor under the Credit Documents computations pursuant to SECTION 5.10(b) shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationinclude dispositions made pursuant to this SECTION 5.10(c).

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forRestricted Subsidiaries to: (a) Capital Expenditures by merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default at the time thereof or immediately after giving effect thereto (i) any Wholly Owned Subsidiary that is also a Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary that is also a Restricted Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary that is also a Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary that is also a Restricted Subsidiary and no Person other than the Borrower or a Wholly Owned Subsidiary that is also a Restricted Subsidiaries;Subsidiary receives any consideration; or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used, worn out, obsolete (in one transaction or surplus Property or Property no longer useful in the business a series of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (ctransactions) Asset Sales by Borrower all or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any substantial part of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of assets (x) cash whether now owned or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Personhereafter acquired) or any Guarantor (as long as amount of Capital Stock of any Subsidiary of the surviving Person isBorrower, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, except that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations the Borrower and any Subsidiary of Swap Contracts the Borrower may sell or dispose of inventory and other assets or contracts obsolete equipment in the ordinary course of business; , (jii) conveyancesif at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, sales, leases, transfers the Borrower or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of its Subsidiaries may sell or dispose of assets or property, (not including Capital Stock owned by the Borrower or any part thereof, under Subsidiary of the power of eminent domain or condemnation; (lBorrower) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in for fair market value outside the ordinary course of business; business (oeach an "Asset Disposition") any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as the cumulative aggregate noncash consideration for all such Asset Dispositions after the date hereof shall not exceed $10,000,000 in fair market value and provided that the aggregate Net Cash Proceeds of all such Asset Dispositions are, to the extent they exceed 15% of Consolidated Tangible Assets applied in accordance with the terms of Section 2.12(c) hereof to repay the Loans and reduce the Commitment, and (iii) in addition to (i) and (ii) above, if at the time thereof and immediately after giving effect thereto no Event of Default existsor Default shall have occurred and be continuing, such Collateral (unless sold to the Borrower may transfer control, through a sale, corporate transaction or a Guarantor) shallother disposition, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by hotel contracts and related assets for its hotel customers outside of the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationUnited States.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of such Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition if (A) such transaction does not result in a whole; and downgrade of either Borrower’s S&P Rating below BBB, Fitch Rating below BBB or Xxxxx’x Rating below Baa2, (B) the termination cash consideration (or assignment of Contractual Obligations other consideration acceptable to the extent Required Lenders) for such termination or assignment does transaction shall be in an amount not less than 75% of the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which a Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidationconsolidation involving a Borrower, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, such Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary a Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) a Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by such Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and the total assets (having been newly formed in connection with such acquisition), made as part of such acquisition Borrower and in each case comprising all or its Subsidiaries, determined on a portion consolidated basis as of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear last day of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor Be a party to any Restricted Subsidiary will wind upmerger, liquidate consolidation or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))share exchange, or convey, sell, transfer, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part of its businessassets or Property, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions including any disposition of used, worn out, obsolete or surplus Property assets or Property no longer useful as part of a sale and leaseback transaction, or in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment any event sell or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain discount (with or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (cwithout recourse) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash notes or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person isaccounts receivable, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) permit any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05)do; provided, however, that, subject to compliance with the other negative covenants in each case with respect this Article VIII, this Section 8.1 shall not apply to, nor operate to clauses prevent, (i) the Borrower being a party to any merger where the Borrower is the surviving Person if, after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Subsidiary (A)) merging into the Borrower, (B) and being a party to any merger which does not involve the Borrower where such Subsidiary is the surviving Person or (C) of being party to any merger in connection with any disposition otherwise permitted pursuant to this Section 10.05(h8.1, if, after giving effect to such merger, no Default or Event of Default would then exist, (iii) (other than in the case of a transfer to a Foreign Borrower or any Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts from selling its inventory in the ordinary course of its business; , (jiv) conveyancesany dissolution of an inactive Subsidiary that would not have a Material Adverse Effect, salesif, leasesafter giving effect to such dissolution, transfers no Default or Event of Default would then exist, and (v) any Like-Kind Exchange. For the purpose of this Section 8.1, a “substantial” amount or part of the assets of the Borrower shall mean a limitation of not greater than 10% (excluding Like-Kind Exchanges) of the total Consolidated assets of the Borrower per Fiscal Year over all transactions during that year (computed based upon the total Consolidated assets of the Borrower set forth on the Consolidated balance sheet of Borrower prepared as of the last day of the previous Fiscal Year). The consideration paid for any assets or Property in any sale, transfer, lease or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as Property permitted by this Section 10.05 8.1: (y) must be equal to the Fair Market Value for such assets or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral Property and (unless sold to Borrower or a Guarantorz) shall, except as set forth must be at least 75% in the proviso to Section 10.05(h), be sold, transferred form of cash or otherwise disposed of free Cash Equivalents and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationShort Term Investments.

Mergers, Consolidations and Sales of Assets. Neither The Borrower will not, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of the Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to be unreasonably withheld if (A) such transaction does not result in a whole; and downgrade of the termination Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideration (or xxxxx xonsideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which the Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary the Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) the Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear total assets of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including its Subsidiaries, determined on a consolidated basis as of the execution and delivery last day of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither The Borrower will not, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of the Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition if (A) such transaction does not result in a whole; and downgrade of the termination Borrower’s S&P Rating below BBB, Fitch Rating below BBB or assignment of Contractual Obligations Xxxxx’x Rating below Baa2 (B) the cash consideration (or other consideration acceptable to the extent Required Lenders) for such termination or assignment does transaction shall be in an amount not less than 75% of the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which the Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary the Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) the Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear total assets of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including its Subsidiaries, determined on a consolidated basis as of the execution and delivery last day of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) The Obligors will not, and will not permit any Restricted Subsidiary will wind upof their respective Subsidiaries to, liquidate consolidate with or dissolve its affairs or enter into be a party to a merger with any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))Person, or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its businessassets or recapitalize, property reorganize or assetsengage in any other activity similar to any of the foregoing, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions that any Subsidiary of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary MMI may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) MMI or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Wholly-owned Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (of MMI so long as in any merger or consolidation involving MMI or any Wholly-owned Subsidiary, MMI or such liquidation Wholly-owned Subsidiary shall be the surviving or winding up does continuing corporation. (b) The Obligors will not, and will not constitute permit any of their respective Subsidiaries to, sell, lease, transfer, abandon or involve otherwise dispose of assets (except assets sold in the ordinary course of business for fair market value); PROVIDED that the foregoing restrictions do not apply to: (1) the sale, lease, transfer or other disposition of assets of a Subsidiary of MMI to MMI or a Wholly-owned Subsidiary of MMI; or (2) the sale or transfer of assets of an Asset Sale Obligor or any of its respective Subsidiaries whenever it is determined in the good faith judgment of the Board of Directors of MMI in the event the fair market value of such assets being disposed of equals or exceeds $1,000,000 or a Responsible Officer of MMI in the event that the fair market value of such assets being disposed of is less than $1,000,000 that such assets are obsolete, worn-out or without economic value to such Obligor or such Subsidiary; or (3) the exchange in an arms-length transaction of assets, PROVIDED that (i) the assets acquired by an Obligor or any of its respective Subsidiaries in connection with such exchange shall have a fair market value (as determined in good faith by the Board of Directors of MMI in the event the fair market value of such assets being disposed of equals or exceeds $1,000,000 or a Responsible Officer of MMI in the event that the fair market value of such assets being disposed of is less than $1,000,000) equal to or greater than the fair market value of the assets disposed of by such Obligor or such Subsidiary in connection with such exchange, (ii) the assets acquired by such Obligor or such Subsidiary in connection with such exchange shall be similar in nature to the assets sold or otherwise disposed of in connection with such exchange, and (iii) the assets so acquired are free and clear of any Lien and are useful and are intended to be used in the business of the Obligors and their respective Subsidiaries as described in Section 5.5; or (4) the sale of assets for cash or other property to a Person or Persons other than to Borrower or any other Restricted Subsidiary or any other owner an Affiliate if all of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents;following conditions are met: (i) voluntary terminations of Swap Contracts and such assets (valued at net book value) do not, together with all other assets or contracts of the Obligors and their respective Subsidiaries previously disposed of during the same Fiscal Year (other than in the ordinary course of business), exceed 5% of Consolidated Total Assets determined as of the end of the immediately preceding fiscal quarter; (jii) conveyancesin the opinion of the Board of Directors of MMI in the event the fair market value of such assets being disposed of equals or exceeds $1,000,000 or a Responsible Officer of MMI in the event that the fair market value of such assets being disposed of is less than $1,000,000, salesthe sale is for fair value and is in the best interests of the Obligors; and (iii) immediately after the consummation of the transaction and after giving effect thereto, leasesno Default or Event of Default would exist. Computations pursuant to this Section 5.15(b) shall include dispositions made pursuant to Section 5.15(c) and computations pursuant to Section 5.15(c) shall include dispositions made pursuant to this Section 5.15(b). (c) The Obligors will not, transfers and will not permit any of their respective Subsidiaries to, sell, pledge or otherwise dispose of any shares of the stock (including as "stock" for the purposes of this Section 5.15(c) any options or warrants to purchase stock or other dispositions which Securities exchangeable for or convertible into stock) of a Subsidiary (said stock, options, warrants and other Securities herein called "SUBSIDIARY STOCK") or any Indebtedness of any Subsidiary, nor will any Subsidiary issue, sell, pledge or otherwise dispose of any shares of its own Subsidiary Stock, PROVIDED that the foregoing restrictions do not constitute Asset Sales;apply to: (k1) any taking by a Governmental Authority the issue of assets or property, or any part thereof, under the power of eminent domain or condemnation;directors' qualifying shares; or (l2) Borrower and its Restricted Subsidiaries may make sales, transfers the issue of Subsidiary Stock to MMI; or (3) the sale or other dispositions of property subject disposition at any one time to a Casualty Event;Person (other than directly or indirectly to an Affiliate) of the entire Investment of the Obligors and their other Subsidiaries in any Subsidiary if all of the following conditions are met: (mi) Borrower the assets (valued at net book value) of such Subsidiary do not, together with all other assets of the Obligors and its Restricted their respective Subsidiaries may make sales, transfers or previously disposed of during the same Fiscal Year (other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) than in the ordinary course of business), exceed 5% of Consolidated Total Assets determined as of the end of the immediately preceding fiscal quarter; (oii) any mergerin the opinion of the Board of Directors of MMI in the event the fair market value of such assets being disposed of equals or exceeds $1,000,000 or a Responsible Officer of MMI in the event that the fair market value of such assets being disposed of is less than $1,000,000, consolidation or amalgamation the sale is for fair value and is in order to effect a Permitted Acquisitionthe best interests of the Obligors; (piii) any disposition immediately after the consummation of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom the transaction and after giving effect thereto, such Subsidiary was acquired shall have no Indebtedness of or from whom such Subsidiary acquired its business and assets (having been newly formed continuing Investment in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion the capital stock of the consideration in respect of such sale Obligors or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft AssetsSubsidiary and any such Indebtedness or Investment shall have been discharged or acquired, as the case may be, by an Obligor or any of its Subsidiaries; and (riv) any transfer immediately after the consummation of Equity Interests of any Restricted Subsidiary the transaction and after giving effect thereto, no Default or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold would exist. Computations pursuant to Borrower or a Guarantorthis Section 5.15(c) shall, except as set forth in the proviso shall include dispositions made pursuant to Section 10.05(h5.15(b) and computations pursuant to Section 5.15B) shall include dispositions made pursuant to this Section 5.15(c), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind (a) Wind up, liquidate or dissolve its affairs or enter merge into or consolidate with any transaction of merger other person, or consolidation (permit any other than solely person to change the jurisdiction of organization merge into or type of organization (to the extent in compliance consolidate with the applicable provisions it, except any Subsidiary of the Security Agreement)), Borrower may merge or convey, sell, lease consolidate into (A) the Borrower in a transaction in which the Borrower is the surviving corporation or sublease (B) any Guarantor so long as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and such Guarantor is the Restricted Subsidiaries;surviving corporation. (b) Make any Asset Sale except: (i) Asset Sales or dispositions of obsolete, used, surplus or worn outout property, obsolete whether now owned or surplus Property hereafter acquired, or Property of property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, thatSubsidiaries, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (jii) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority Sales of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; (oiii) Asset Sales by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries (in each case including any such Asset Sales effected pursuant to a merger, consolidation liquidation or amalgamation in order dissolution); provided that if the transferor of such property is a Loan Party (A) the transferee thereof must either be the Borrower or a Guarantor or (B) to effect a Permitted Acquisitionthe extent such transaction constitutes an Investment, such transaction is permitted under Section 6.04; (piv) any disposition Asset Sales of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisitionPermitted Investments; (qv) from leases or subleases of property in the ordinary course of business and after which do not materially interfere with the Xxxx Las Vegas Reorganizationbusiness of the Borrower and its Subsidiaries; (vi) Asset Sales in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the transfer or sale or disposition reasonable good faith determination of any Aircraft Assetsthe Borrower, are not material to the conduct of the business of the Borrower and its Subsidiaries; and (rvii) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, Asset Sales so long as (A) no Event of Default existshas occurred and is continuing, (B) such Collateral sale is for fair market value, and (unless sold to Borrower or a GuarantorC) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear not less than 75% of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower consideration therefor is received in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationcash.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) Allex Xxxup will not, and will not permit any Restricted Subsidiary will wind upof its Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to a merger with any other Person or enter into (ii) during any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or conveyfiscal year, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all a "substantial part" of the consolidated assets of Allex Xxxup and its businessSubsidiaries; provided, property or assetshowever, except forthat: (a1) Capital Expenditures by Borrower and any member of the Restricted SubsidiariesMARTX Xxxup may merge or consolidate with any other member of the MARTX Xxxup; provided that, in any such merger or consolidation involving MARTX, XXXXX xxxll be the surviving or continuing corporation; (b2) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct any Subsidiary (except a member of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (cMARTX Xxxup) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to Allex Xxxup or any other Subsidiary for which Allex Xxxup holds at least the same percentage equity ownership; provided that in any such merger or (3) either Borrower may consolidate or merge with any other Person (as long as except Allex Xxxup will not consolidate or merge with a member of the MARTX Xxxup) if the Borrower is the surviving Person) or any Guarantor (as long as continuing corporation and at the surviving Person istime of such consolidation or merger, and after giving effect thereto, no Default or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); Event of Default shall have occurred and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests continuing. As used in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided7.13(a) a sale, howeverlease, thattransfer or disposition of assets shall be deemed to be of a "substantial part" of the assets of Allex Xxxup and its Subsidiaries if the book value of such assets, in each case with respect when added to clauses (A)the book value of all other assets sold, (B) leased, transferred or disposed of by Allex Xxxup and (C) of this Section 10.05(h) such Subsidiaries (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business;) during the same fiscal year, exceeds 5% of the consolidated assets of Allex Xxxup and its Subsidiaries determined as of the end of the immediately preceding fiscal year. (jb) conveyancesAllex Xxxup will not permit any material Subsidiary (except members of the MARTX Xxxup) to issue or sell any shares of stock of any class (including as "stock" for the purpose of this subsection any warrants, sales, leases, transfers rights or options to purchase or otherwise acquire stock or other dispositions which do not constitute Asset Sales; (kSecurities exchangeable for or convertible into stock) of such Subsidiary to any taking by Person other than Allex Xxxup or a Governmental Authority Wholly-Owned Subsidiary, except for the purpose of assets or propertyqualifying directors, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments except in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion satisfaction of the consideration in respect validly pre-existing preemptive rights of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility minority shareholders in connection with the occurrence simultaneous issuance of stock to Allex Xxxup and/or a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or Subsidiary whereby Allex Xxxup and/or such Subsidiary maintain their same proportionate interest in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral Subsidiary. (unless sold to Borrower or a Guarantorc) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such saleAllex Xxxup will not sell, transfer or otherwise dispose of any shares of stock in any material Subsidiary other disposition results in a Guarantor no longer constituting a Subsidiary than members of Borrower, so long as no Event the MARTX Xxxup (except to qualify directors) or any Indebtedness of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effectany material Subsidiary, and each will not permit any Subsidiary to sell, transfer or otherwise dispose of Administrative Agent (except to Allex Xxxup or a Wholly-Owned Subsidiary) any shares of stock or any Indebtedness of any material Subsidiary, where "material Subsidiary" for purposes of Section 7.13(b) and Collateral Agent shall take such actions, at (c) means any Subsidiary constituting or providing 5% or more of the sole expense consolidated assets or revenues of Borrower, as are appropriate or requested by Borrower in connection with such terminationAllex Xxxup and its Subsidiaries.

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor will not, and will not permit any Restricted Subsidiary will wind upto, liquidate (i) consolidate with or dissolve its affairs be a party to a merger with any other corporation or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part (as defined in paragraph (d) of this SECTION 7.13) of the assets of the Borrower and its businessSubsidiaries, property or assetsPROVIDED, except forHOWEVER, that: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A1) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into the Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Wholly-owned Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as in any merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation; (2) The Borrower may consolidate or merge with any other corporation if (i) either (x) the Borrower shall be the surviving or continuing corporation or (y) the surviving corporation is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia and such liquidation continuing or winding up does surviving corporation expressly assumes in writing, in form and substance satisfactory to the Required Lenders, all obligations of the Borrower under this Agreement, (ii) at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (iii) after giving effect to such consolidation or merger the Borrower or such surviving corporation, as the case may be, would be permitted to incur at least $1.00 of additional Consolidated Indebtedness under the provisions of SECTION 7.07(A); (3) any Subsidiary may sell, lease or otherwise dispose of all or any substantial part of its assets to the Borrower or any Wholly-owned Subsidiary; (4) the Borrower and its Subsidiaries may sell trade receivables or fractional undivided interests therein pursuant to and in accordance with the terms of the Asset Securitization Facility; and (5) WCC may enter into TROL Leases. (b) The Borrower will not constitute permit any Subsidiary to issue or involve an Asset Sale sell any shares of stock of any class (including as "stock" for the purposes of this SECTION 7.13, any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such Subsidiary to any Person other than to the Borrower or any other Restricted Subsidiary or any other owner a Wholly-owned Subsidiary, except for the purpose of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or propertyqualifying directors, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments except in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion satisfaction of the consideration in respect validly pre-existing preemptive rights of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility minority shareholders in connection with the occurrence simultaneous issuance of stock to the Borrower and/or a Trigger Event. To Subsidiary whereby the extent Borrower and/or such Subsidiary maintain their same proportionate interest in such Subsidiary. (c) The Borrower will not sell, transfer or otherwise dispose of any Collateral shares of stock of any Subsidiary (except (i) the minimal amount necessary to qualify directors and (ii) shares of stock of WCC provided that, after giving effect to any such sale of WCC stock, the Borrower shall own not less than 69% of the stock of every class issued by WCC) or any Indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to the Borrower or a Wholly-owned Subsidiary) any shares of stock or any Indebtedness of any other Subsidiary, unless: (1) simultaneously with such sale, transfer, or disposition, all shares of stock and all Indebtedness of such Subsidiary at the time owned by the Borrower and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (2) the Board of Directors of the Borrower shall have determined, as evidenced by a resolution thereof, that the purposed sale, transfer or disposition of said shares of stock and Indebtedness is in the best interests of the Borrower; (3) said shares of stock and Indebtedness are sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with to a transaction approved Person, for a cash consideration and on terms reasonably deemed by the Required Lenders, Board of Directors to be adequate and satisfactory; (4) the Subsidiary being disposed of shall not have any continuing investment in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to the Borrower or any other Subsidiary not being simultaneously disposed of; and (5) such sale or other disposition does not involve a Guarantorsubstantial part (as hereinafter defined) shallof the assets of the Borrower and its Subsidiaries. (d) As used in this SECTION 7.13, except as set forth in a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the proviso assets of the Borrower and its Subsidiaries only if the book value of such assets, when added to Section 10.05(h), be the book value of all other assets sold, transferred leased or otherwise disposed of free by the Borrower and clear its Subsidiaries (other than in the ordinary course of business) during the period from and after the Closing Date to and including the date of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer lease or other disposition results in question, computed on a Guarantor no longer constituting a Subsidiary cumulative basis for said entire period, exceeds 10% of BorrowerConsolidated Net Assets, so long determined as no Event of Default exists, the Obligations end of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal quarter.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit the Parent or any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except fortheir Subsidiaries to: (a) Capital Expenditures by merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default both immediately before or immediately after giving effect thereto (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary of the Borrower may merge into or consolidate with any other Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving entity is a Wholly Owned Subsidiary of the Borrower and no Person other than the Restricted Subsidiaries;Borrower or a Wholly Owned Subsidiary of the Borrower receives any consideration, (iii) the Parent may merge into a Wholly Owned Subsidiary of the Parent solely for purposes of reincorporating the Parent in Delaware (a "Parent Merger") in accordance with the merger documents submitted on the Closing Date in substantially the form attached to an officer's certificate accompanying such documents; (iv) Telergy Central may complete the conversion transaction as contemplated and pursuant to the terms of the Conversion Rights Agreement (the "Telergy Central Conversion"), provided that, (A) the Borrower provides the Administrative Agent with no less than 10 calendar days, notice of the Telergy Central Conversion, (B) upon the consummation of the Telergy Central Conversion, 100% of the Capital Stock of Telergy Central is pledged to secure the Obligations, and (C) upon the consummation of the Telergy Central Conversion, 100% of the Telergy Central's assets (other than Excluded Assets) are pledged to secure the Obligations, and (v) Telergy Canada may merge with any other Subsidiary in a transaction where a non-Controlling amount of the Capital Stock of the surviving entity may be owned by another Person to the extent required by the Laws of Canada (any such transaction being hereinafter referred to as a "Telergy Canada Reorganization"); or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used(in one transaction or in a series of transactions) all or any portion of their assets (whether now owned or hereafter acquired), worn out, obsolete or surplus Property or Property no longer useful in the business any amount of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course Capital Stock of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct any Subsidiary of the business Parent, or consummate any other Asset Disposition or Fiber Disposition (provided that, issuances of Borrower and its Restricted Subsidiaries taken as a whole; and Capital Stock by the termination or assignment Parent in accordance with the terms of Contractual Obligations to the extent such termination or assignment does Section 7.11 hereof shall not have a Material Adverse Effect; (c) Asset Sales be prohibited by Borrower or any Restricted Subsidiary; provided this Section 7.06), except that (i) at the time of such Asset SaleParent, no Event of Default then exists or would arise therefrom, (ii) the Borrower or and any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may sell or dispose of cash inventory and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts obsolete equipment in the ordinary course of business; , (jii) conveyancesthe 60 66 Parent, salesthe Borrower or any of their Subsidiaries may sell, leases, transfers lease or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority otherwise dispose of assets to any Wholly Owned Subsidiary (or propertyTelergy Central) of the Parent for which (A) 100% of the Capital Stock of such Subsidiary is pledged to secure the Obligations, or any part thereof(B) such Wholly Owned Subsidiary has pledged its assets (other than Excluded Assets) to secure the Obligations, under and (C) such Wholly Owned Subsidiary has executed a Guaranty of the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures Obligations to the extent required byby the terms of this Agreement, and (iii) the Borrower or made pursuant toany of its Subsidiaries may consummate Fiber Dispositions not prohibited by the terms of Section 7.15 hereof, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivablesiv) in the ordinary course of business; addition to dispositions permitted by (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisitioni), made as part of such acquisition (ii) and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qiii) from and after the Xxxx Las Vegas Reorganizationabove, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary Parent, the Borrower or any Gaming Facility of their Subsidiaries may consummate Asset Dispositions in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth an amount in the proviso aggregate over the term of this Agreement not to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationexceed $1,000,000.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part of its business, property or assets, except for: (a) expenditures constituting Capital Expenditures, Expansion Capital Expenditures and Development Expenses by Borrower and the Restricted Subsidiaries; (b) Sales sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale (or, at Borrower’s election, at the time of entering into a binding contractual obligation or letter of intent with respect to such Asset Sale), no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Borrower or such Restricted Subsidiary from such transferee that are converted by Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 150.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii)) to the extent required thereby; (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and 10.04, Restricted Payments may be made to the extent permitted by Section 10.06, and Junior Prepayment may be made to the extent permitted by Section 10.09; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary or Joint Venture may transfer or lease property (other than one or more Principal Assets in the case of a transfer or lease to a Joint Venture) to or acquire or lease property (other than one or more Principal Assets in the case of an acquisition by or lease to a Joint Venture) from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 millionSubsidiary or Joint Venture; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests Equity Interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Restricted Subsidiary or Joint Venture that is not a Credit Party permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) (i) the lease, sublease or license of any portion of any Property to Persons who, either directly or through Affiliates of such Persons, intend to operate or manage nightclubs, bars, restaurants, recreation areas, spas, pools, exercise or gym facilities, or entertainment or retail venues or similar or related establishments or facilities and (ii) the grant of declarations of covenants, conditions and restrictions and/or easements with respect to common area spaces and similar instruments benefiting such tenants of such leases, subleases and licenses (collectively, the “Venue Easements,” and together with any such leases, subleases or licenses, collectively the “Venue Documents”); provided that no Venue Document or operations conducted pursuant thereto would reasonably be expected to materially interfere with, or materially impair or detract from, the operations of Borrower and the Restricted Subsidiaries taken as a whole; provided further that upon request by Borrower, Collateral Agent on behalf of the Secured Parties shall provide the tenant, subtenant or licensee under any Venue Document with a subordination, non-disturbance and attornment agreement in form reasonably satisfactory to Collateral Agent and the applicable Credit Party; (q) the dedication of space or other dispositions of Property in connection with and in furtherance of constructing structures or improvements reasonably related to the development, construction, and operation of any project; provided that in each case such dedication or other dispositions are in furtherance of, and do not materially impair or interfere with the operations of Borrower and the Restricted Subsidiaries; (r) dedications of, or the granting of easements, rights of way, rights of access and/or similar rights, to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project, any Real Property held by Borrower or the Restricted Subsidiaries or the public at large that would not reasonably be expected to interfere in any material respect with the operations of Borrower and the Restricted Subsidiaries; provided that upon request by Borrower, Administrative Agent shall, in its reasonable discretion, direct Collateral Agent on behalf of the Secured Parties to subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement in such form as is reasonably satisfactory to Administrative Agent and Borrower; (s) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted Investment; provided, that (i) the amount of non-core assets that are disposed of in connection with any such Permitted Acquisition or other permitted Investment pursuant to this Section 10.05(s) does not exceed 25% of the aggregate purchase price for such Permitted Acquisition or other permitted Investment and (ii) to the extent that any such Permitted Acquisition or other permitted Investment is financed with the proceeds of Indebtedness of Borrower or its Restricted Subsidiaries, then any proceeds from such disposition shall be used to prepay such Indebtedness (to the extent otherwise permitted hereunder) or the Loans in accordance with Section 2.10(iii) hereof; (t) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qu) from and after any disposition in connection with the Xxxx Las Vegas Group Reorganization, the transfer or sale or disposition of any Aircraft Assets; and; (rv) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event; and (w) any exchange of assets for other assets used or useful in a Permitted Business that are of comparable or greater value (as determined by Borrower in good faith). To the extent any Collateral is sold, transferred transferred, distributed, conveyed, or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer transfer, or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default existsBorrower or becoming an Excluded Subsidiary, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) Without the prior written consent of Purchaser, the Company will not, and will not permit any Restricted Subsidiary will wind up, liquidate to (1) consolidate with or dissolve its affairs or enter into any transaction of be a party to a merger or consolidation share exchange with any other corporation or (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, 2) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part (as defined in paragraph (d) of this Section 5.18) of the assets of Company and its businessSubsidiaries; provided, property or assetshowever, except forthat: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) Company or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Wholly-owned Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation; and (ii) any Subsidiary may sell, lease or otherwise dispose of all or any substantial part of its assets to the Company or any other Wholly-owned Subsidiary. (b) Without the prior written consent of Purchaser, the Company will not permit any Subsidiary to issue or sell any shares of stock of any class (including as "stock" for the purposes of this Section 5.18, any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such liquidation or winding up does not constitute or involve an Asset Sale Subsidiary to any Person other than the Company or a Wholly-owned Subsidiary, except for the purpose of qualifying directors or except in satisfaction of the validly pre-existing preemptive rights of minority shareholders in connection with the simultaneous issuance of stock to Borrower the Company and/or a Subsidiary whereby the Company and/or such Subsidiary maintain their same proportionate interest in such Subsidiary. (c) Without the prior written consent of Purchaser, the Company will not sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (except to qualify directors) or any other Restricted indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to the Company or a Wholly-owned Subsidiary) any shares of stock or any indebtedness of any other owner Subsidiary, unless all of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents;following conditions are met: (i) voluntary terminations simultaneously with such sale, transfer or disposition, all shares of Swap Contracts stock and all indebtedness of such Subsidiary at the time owned by the Company and by every other assets Subsidiary shall be sold, transferred or contracts in the ordinary course disposed of businessas an entirety; (jii) conveyancesthe Board of Directors of the Company shall have determined, salesas evidenced by a resolution thereof, leases, transfers or other dispositions which do not constitute Asset Salesthat the retention of such stock and indebtedness is no longer in the best interests of the Company; (kiii) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower such stock and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral Indebtedness is sold, transferred or otherwise disposed of to a Person, for a cash consideration and on terms reasonably deemed by the Board of Directors to be adequate and satisfactory; (iv) the Subsidiary being disposed of shall not have any continuing investment in the Company or any other Subsidiary not being simultaneously disposed of; and (v) such sale or other disposition does not involve a substantial part (as permitted by hereinafter defined) of the assets of the Company and its Subsidiaries taken as a whole. (d) As used in this Section 10.05 5.18, a sale, lease or in connection with other disposition of assets shall be deemed to be a transaction approved by "substantial part" of the Required Lendersassets of the Company and its Subsidiaries only if the book value of such assets, in each case, when added to a Person the book value of all other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be assets sold, transferred leased or otherwise disposed of free and clear of the Liens created by the Security Documents, Company and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower its Subsidiaries (other than in order to effect the foregoing at ordinary course of business) during the sole cost and expense same twelve month period ending on the date of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer lease or other disposition results in a Guarantor no longer constituting a Subsidiary disposition, exceeds 15% of Borrower, so long the consolidated net tangible assets of the Company and its Subsidiaries determined as no Event of Default exists, the Obligations end of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will Merge into or consolidate, amalgamate or liquidate, wind up, liquidate up or dissolve its affairs themselves (or enter into suffer any transaction of merger liquidation or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)dissolution), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of, in a single transaction or in a related series of transactions, all or substantially all any part of its business, assets or property of any kind whatsoever, whether real, personal or assetsmixed and whether tangible or intangible, except forwhether now owned or hereafter acquired, except: (a) Capital Expenditures by any Successor Borrower and the Restricted SubsidiariesTransaction; (b) Sales any Restricted Subsidiary may be merged or dispositions of used, worn out, obsolete consolidated or surplus Property amalgamated with or Property no longer useful in into the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at in the time case of a merger, amalgamation or consolidation involving (x) the Borrower, the Borrower shall be the continuing or surviving Person or (y) an Additional Borrower, such Asset Sale, no Event of Default then exists Additional Borrower shall be the continuing or would arise therefromsurviving Person, (ii) in the case of a merger, amalgamation or consolidation involving any other Credit Party, either (x) such Credit Party shall be the continuing or surviving Person or the continuing or surviving Person shall be or become a Credit Party or (y) such transaction shall be treated as an Investment and shall comply with Section 6.3 and (iii) in the case of a merger consisting of a transfer, conveyance, sale, lease or other dispositions pursuant to any consolidation, merger, arrangement or amalgamation that involves the absorption of a Restricted Subsidiary incorporated in Sweden, the Equity Interests of which are subject to a pledge granted under a Swedish Security Agreement, such merger shall only be permitted if the prior written consent of the Collateral Trustee (at the written direction of the Priority Lien Secured Parties (as defined in the Collateral Trust Agreement)) has been obtained; (c) sales or other dispositions among the Borrower and its Restricted Subsidiaries or by and among Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sale or disposition by a Credit Party to a Person that is not a Credit Party shall be (i) for fair market value or (ii) treated as an Investment and otherwise made in compliance with Section 6.3 (other than Sections 6.3(d) and (o)); (d) the liquidation or dissolution of any Restricted Subsidiary or change in form of entity of any Restricted Subsidiary if (A) the Borrower determines in good faith that such liquidation, dissolution or change in form is (1) in the best interests of the Borrower and its Restricted Subsidiaries, taken as a whole, and (2) either the Borrower or a Restricted Subsidiary receives any assets of such dissolved or liquidated Restricted Subsidiary; provided that in the case of a dissolution or liquidation of a Credit Party that results in a distribution of assets to a subsidiary that is not a Credit Party, such distribution shall be treated as an Investment and shall be permitted under Section 6.3 and (3) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) a sale or disposition otherwise permitted under this Section 6.4 (other than Sections 6.4(c) or Section 6.4(d)); provided, further, in the case of a change in the form of entity of any Restricted Subsidiary that is a Credit Party, after such change, the security interests of the Collateral Trustee and the Secured Parties in the Collateral of such Credit Party shall remain in full force and effect and be perfected to the same extent as prior to such change or (B) an Investment permitted under Section 6.3; provided that, the dissolution of a Restricted Subsidiary incorporated in Sweden, the Equity Interests of which are subject to a pledge granted under a Swedish Security Agreement, shall only be permitted if the prior written consent of the Collateral Trustee (at the written direction of the Priority Lien Secured Parties (as defined in the Collateral Trust Agreement)) has been obtained; (e) (x) sales or leases of inventory in the ordinary course of business, (y) the leasing or subleasing of real property in the ordinary course of business and (z) leases, subleases, assignments, licenses, cross-licenses and sublicenses of assets in the ordinary course of business to third persons not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries shall receive not less than 75and otherwise in accordance with the provisions of this Agreement, including charters related to corporate aircraft leases; (f) disposals of surplus, obsolete, damaged, used or worn out property or other property that is no longer useful; (g) dispositions of Cash Equivalents; (h) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Liens permitted by Section 6.2, Investments permitted pursuant to Section 6.3 or Restricted Payments permitted by Section 6.5; (i) sales or other dispositions of any assets of the Borrower or any Restricted Subsidiary for fair market value; provided that at least 75.0% of the consideration for such sale or disposition shall consist of cash and Cash Equivalents (provided that for purposes of the 75.0% consideration in the form of requirement (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each caseany liabilities, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s the most recent consolidated balance sheet provided hereunder or in of the footnotes thereto) of Borrower or such any Restricted Subsidiary, Subsidiary (other than Indebtedness or other liabilities that are by their terms subordinated to the payment in cash of the Obligations, ) that are assumed by the transferee with respect of any such assets pursuant to a customary assignment and assumption agreement that releases the applicable Asset Sale and for which all of its Borrower or such Restricted Subsidiaries shall have been validly released by all applicable creditors in writingSubsidiary from further liability, (By) any securities securities, notes, Equity Interests or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (within 180 days of their receipt to the extent of the cash or Cash Equivalents received) within one hundred received in that conversion, and eighty (180) days following the closing of the applicable disposition, (Cz) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in respect of such sale or other disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (Cz) that is at that time outstanding, not in excess to exceed $35,000,000 at the time of $75.0 millionthe receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, the time received and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom , in each case, shall be applied as specified in Section 2.10(a)(iiideemed to be Cash Equivalents); (d) Liens permitted by Section 10.02, Investments may be made ; provided that to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantortherein, the surviving Person is, Net Cash Proceeds of any sale or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise disposition permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B6.4(i) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of businesssubject to Section 2.12; (j) conveyancesto the extent that (i) the relevant property or assets are exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant sale or disposition are promptly applied to the purchase price of such replacement property, salesso long as the exchange, leasessale or disposition is made for fair value and on an arm’s length basis for like property or assets; provided that upon the consummation thereof, transfers in the case of any Credit Party, the Collateral Trustee, for the benefit of the Secured Parties, has a perfected Lien on the replacement property having the same priority as any Lien held on the property or other dispositions which do not constitute Asset Salesassets so exchanged, sold or disposed; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures joint ventures to the extent required by, or made pursuant to, customary contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (nl) sellingsales, factoring discounting or discounting forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof; (m) dispositions and/or terminations of leases, subleases, licenses or sublicenses (including defaulted receivablesthe provision of software under an open source license), which (i) are in the ordinary course of business, (ii) do not materially interfere with the business of the Borrower and its Restricted Subsidiaries taken as a whole or (iii) relate to closed facilities or closed storage or distribution centers or the discontinuation of any product line; (i) the expiration of any option agreement in respect of real or personal property and (ii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business or in the reasonable business judgment of the Borrower or the Restricted Subsidiaries; (o) transfers of property subject to a Casualty Event upon receipt of Net Cash Proceeds of such Casualty Event; (p) any transfer, conveyance, sale, lease or other disposition of property or assets (which, for the avoidance of doubt, shall not include any North American Assets or Material Dispositions), the fair market value of which (exclusive of indemnities) do not exceed, in any one or related series of transactions, $1,000,000; (q) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the Restricted Subsidiaries or any of their respective businesses; (r) substantially contemporaneous exchanges or swaps, including transactions covered by Section 1031 of the Internal Revenue Code, of property or assets so long as the exchange or swap is made for fair value and on an arm’s length basis for like property or assets and not to exceed $10,000,000 in the aggregate; provided that upon the consummation of such exchange or swap, in the case of any Credit Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the property or assets so exchanged or swapped; (i) licenses, sublicenses, covenants not to xxx, releases or other rights under Intellectual Property (including in connection with distribution, development, license and supply agreements) granted to or from others (or expiration or termination of any of the foregoing) in the ordinary course of businessbusiness or in the reasonable business judgment of the Borrower or the Restricted Subsidiaries, (ii) the sale or disposal of Intellectual Property, or any issuances or registrations, or applications for issuances or registrations, of any Intellectual Property, which are in the ordinary course of business or, in the reasonable good faith determination of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower and the Restricted Subsidiaries taken as a whole, and (iii) the abandonment, cancellation or lapse of Intellectual Property, or any issuances or registrations, or applications for issuances or registrations, of any Intellectual Property, in each case, in the ordinary course of business or in the reasonable business judgment of the Borrower or the Restricted Subsidiaries; (ot) any merger, consolidation or amalgamation in order to effect a Permitted Acquisitionterminations of Hedge Agreements; (pu) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft AssetsPermitted MIP Transaction; and (rv) any transfer sales or dispositions of Equity Interests or debt or other securities of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger EventUnrestricted Subsidiaries. To Subject to Section 10.18(f), to the extent any Collateral is sold, transferred or otherwise disposed of as expressly permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, 6.4 to a any Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless shall automatically be sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Credit Documents, and Collateral the Administrative Agent shall take all be authorized to take, and shall take, any actions deemed appropriate or reasonably requested by Borrower in order to effect the foregoing at foregoing. Notwithstanding anything in this Section 6.4, no sale, disposition or other transfer may be made to any Unrestricted Subsidiary which includes Intellectual Property which is material to the sole cost and expense business of the Borrower and without recourse its Restricted Subsidiaries, taken as a whole. For purposes of determining compliance with this Section 6.4, (A) actions need not be permitted solely by reference to one category of permitted actions described in Sections 6.4(a) through 6.4(v) but may be permitted in part under any combination thereof and (B) in the event that an action meets the criteria of one or warranty by Collateral Agent (including more of the execution categories of permitted actions described in Sections 6.4(a) through 6.4(v), the Borrower shall, in its sole discretion, classify or reclassify, or later classify or reclassify, such action in any manner that complies with this Section 6.4 and delivery will only be required to include such action in one of appropriate UCC termination statements the above clauses and such other instruments and releases action shall be treated as may be necessary and appropriate having been made or existing pursuant to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations only one of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationclauses.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Banks have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower’s S&P Rating or assignment of Contractual Obligations Xxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the extent Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A)Borrower shall be the surviving or continuing corporation, (By) Borrower and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)its Subsidiaries may sell inventory, the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement reserves and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts electricity in the ordinary course of business;, and (z) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (ji) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;Borrower is the surviving entity, (kii) any taking unless consented to by the Required Banks, no downgrade in the Borrower’s S&P Rating or Xxxxx’x Rating would occur as a Governmental Authority result of the consummation of such a transaction, (iii) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, and (iv) no Default or Event of Default would has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.12(a) or Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as “stock” for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or convertible into stock) of any Subsidiary of Borrower, except to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all Borrower or a portion Wholly-Owned Subsidiary of Borrower or except for the consideration purpose of qualifying directors; provided, however, nothing in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganizationthis Agreement shall be deemed to prohibit, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, for so long as no Event of Default existshas occurred and is continuing at such time, such Collateral (unless sold to the contemplated sale of the equity interests in Black Hills Fiber Systems, Inc. owned by Borrower or a Guarantor) shall, except as set forth in any of its Subsidiaries on the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free Effective Date on substantially the same terms and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested conditions disclosed by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at prior to the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationEffective Date.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forRestricted Subsidiaries to: (a) Capital Expenditures merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default at the time thereof or immediately after giving effect thereto, (i) any Wholly-Owned Subsidiary that is also a Restricted Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly-Owned Subsidiary that is also a Restricted Subsidiary may merge into or consolidate with any other Wholly-Owned Subsidiary that is also a Restricted Subsidiary in a transaction in which (A) the surviving entity is a Wholly-Owned Subsidiary that is also a Restricted Subsidiary and (B) no Person other than the Borrower or a Wholly-Owned Subsidiary that is also a Restricted Subsidiary receives any consideration and (iii) any Person Controlled by Liberty Media Corporation may merge into or consolidate with the Borrower in a transaction in which (A) the Borrower is the surviving corporation and (B) immediately before and after giving effect to such transaction, the assets and liabilities of the Borrower and its Subsidiaries shall be substantially the Restricted Subsidiaries;same; or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used, worn out, obsolete (in one transaction or surplus Property in a series of transactions) all or Property no longer useful in any substantial part of its assets (whether now owned or hereafter acquired) or any amount of Capital Stock of any Subsidiary of the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided except that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer sell or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum dispose of (x) the aggregate fair market value of all Property transferred by Borrower inventory, obsolete equipment and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts Permitted Investments in the ordinary course of business; , (jii) conveyancesif immediately before and after giving effect thereto no Event of Default or Default shall have occurred and be continuing, sales, leases, transfers the Borrower or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority Restricted Subsidiary may sell or dispose of assets or property, (not including Capital Stock in any Subsidiary of the Borrower owned by the Borrower or any part thereof, under the power of eminent domain or condemnation; (lRestricted Subsidiary) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in for fair market value outside the ordinary course of business; business (oeach an "Asset Disposition"), so long as the cumulative aggregate non-cash consideration for all Asset Dispositions made in reliance on this clause (ii) after the Restatement Effective Date shall not exceed $10,000,000 in fair market value, and provided that the aggregate Net Cash Proceeds of all Asset Dispositions made hereunder are, to the extent they exceed 15% of Consolidated Tangible Assets as of the relevant dates of determination, applied in accordance with the terms of Section 2.12(c) to repay the Loans and, if applicable, reduce the Revolving Loan Commitment, (iii) in addition to clauses (i) and (ii) above, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, the Borrower or any mergerRestricted Subsidiary may sell or dispose of the Capital Stock of any Unrestricted Subsidiary for fair market value, consolidation provided that (A) such sale or amalgamation in order disposition shall be on a non-recourse basis (except that the Borrower or such Restricted Subsidiary may make commercially reasonable representations and warranties with respect to effect a Permitted Acquisition; (p) such equity interest that are normal and customary and except to the extent of any disposition of Equity Interests of a Guarantee permitted hereunder made by the Borrower or any Restricted Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition)transaction) and (B) notwithstanding anything in any Loan Document to the contrary, made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; disposition shall, for all purposes hereof, constitute an Asset Disposition, and (qiv) from in addition to clauses (i), (ii) and (iii) above, if at the time thereof and immediately after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as giving effect thereto no Event of Default existsor Default shall have occurred and be continuing, such Collateral (unless sold to the Borrower may transfer control, through a sale, corporate transaction or a Guarantor) shallother disposition, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by hotel contracts and related assets for its hotel customers outside of the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationUnited States.

Mergers, Consolidations and Sales of Assets. (a) Without Lender's prior written consent, which consent shall not be unreasonably withheld: (i) Neither Borrower nor any Restricted Subsidiary will wind up, liquidate (1) consolidate with or dissolve its affairs or enter into any transaction of be a party to a merger or consolidation (share exchange with any other than solely to change the jurisdiction of organization corporation or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))other legal entity, or convey, (2) sell, lease or sublease otherwise dispose of all or any substantial part (as lessor defined in paragraph (b) of this Section 4.19) of the assets of Borrower or sublessor)any Subsidiary; provided, however, that any Subsidiary may merge, consolidate or exchange shares with another Subsidiary so long as such merger, consolidation or exchange could not reasonably be expected to have a materially adverse effect on Lender under this Agreement or any of the other Loan Documents; (ii) Borrower will not permit any Subsidiary to issue or sell any shares of stock or interests of any class (including any warrants, rights or options to purchase or otherwise acquire stock or interests or other securities exchangeable for or convertible into stock or interests) or other equity (or debt convertible into equity) of such Subsidiary to any person other than Borrower; (iii) Except pursuant to the Option Agreement discussed in Article VII, hereof, Borrower will not sell, transfer or otherwise dispose of all any shares of stock or substantially all interests in any Subsidiary (except for pledges of its business, property stock or assets, except for:interests of Subsidiaries to secure the Senior Indebtedness); and (aiv) Capital Expenditures by Neither Borrower and nor any Subsidiary will sell any non-substantial part of the Restricted Subsidiaries;assets of Borrower or any Subsidiary except in the normal course of business. (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct A substantial part of the business assets of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that Subsidiary shall mean assets having a fair market value (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration as determined in the form reasonable, good faith discretion of Lender) equal to more than twenty percent (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto20%) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt Borrower or such agreementSubsidiary, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of such Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideration (or othxx xxxxideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which a Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidationconsolidation involving a Borrower, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, such Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary a Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) a Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by such Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and the total assets (having been newly formed in connection with such acquisition), made as part of such acquisition Borrower and in each case comprising all or its Subsidiaries, determined on a portion consolidated basis as of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear last day of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part of its business, property or assets, except for: (a) expenditures constituting Capital Expenditures, Expansion Capital Expenditures and Development Expenses by Borrower and the Restricted Subsidiaries; (b) Sales sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale (or, at Borrower’s election, at the time of entering into a binding contractual obligation or letter of intent with respect to such Asset Sale), no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Borrower or such Restricted Subsidiary from such transferee that are converted by Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 150.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii)) to the extent required thereby; (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Section 10.04, Restricted Payments may be made to the extent permitted by Section 10.06, and Junior Prepayment may be made to the extent permitted by Section 10.09; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary or Joint Venture may transfer or lease property (other than one or more Principal Assets in the case of a transfer or lease to a Joint Venture) to or acquire or lease property (other than one or more Principal Assets in the case of an acquisition by or lease to a Joint Venture) from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 millionSubsidiary or Joint Venture; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests Equity Interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Restricted Subsidiary or Joint Venture that is not a Credit Party permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) (i) the lease, sublease or license of any portion of any Property to Persons who, either directly or through Affiliates of such Persons, intend to operate or manage nightclubs, bars, restaurants, recreation areas, spas, pools, exercise or gym facilities, or entertainment or retail venues or similar or related establishments or facilities and (ii) the grant of declarations of covenants, conditions and restrictions and/or easements with respect to common area spaces and similar instruments benefiting such tenants of such leases, subleases and licenses (collectively, the “Venue Easements,” and together with any such leases, subleases or licenses, collectively the “Venue Documents”); provided that no Venue Document or operations conducted pursuant thereto would reasonably be expected to materially interfere with, or materially impair or detract from, the operations of Borrower and the Restricted Subsidiaries taken as a whole; provided further that upon request by Borrower, Collateral Agent on behalf of the Secured Parties shall provide the tenant, subtenant or licensee under any Venue Document with a subordination, non-disturbance and attornment agreement in form reasonably satisfactory to Collateral Agent and the applicable Credit Party; (q) the dedication of space or other dispositions of Property in connection with and in furtherance of constructing structures or improvements reasonably related to the development, construction, and operation of any project; provided that in each case such dedication or other dispositions are in furtherance of, and do not materially impair or interfere with the operations of Borrower and the Restricted Subsidiaries; (r) dedications of, or the granting of easements, rights of way, rights of access and/or similar rights, to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project, any Real Property held by Borrower or the Restricted Subsidiaries or the public at large that would not reasonably be expected to interfere in any material respect with the operations of Borrower and the Restricted Subsidiaries; provided that upon request by Borrower, Administrative Agent shall, in its reasonable discretion, direct Collateral Agent on behalf of the Secured Parties to subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement in such form as is reasonably satisfactory to Administrative Agent and Borrower; (s) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted Investment; provided, that (i) the amount of non-core assets that are disposed of in connection with any such Permitted Acquisition or other permitted Investment pursuant to this Section 10.05(s) does not exceed 25% of the aggregate purchase price for such Permitted Acquisition or other permitted Investment and (ii) to the extent that any such Permitted Acquisition or other permitted Investment is financed with the proceeds of Indebtedness of Borrower or its Restricted Subsidiaries, then any proceeds from such disposition shall be used to prepay such Indebtedness (to the extent otherwise permitted hereunder) or the Loans in accordance with Section 2.10(iii) hereof; (t) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qu) from and after any disposition in connection with the Xxxx Las Vegas Group Reorganization, the transfer or sale or disposition of any Aircraft Assets; and; (rv) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event; and (w) any exchange of assets for other assets used or useful in a Permitted Business that are of comparable or greater value (as determined by Borrower in good faith). Notwithstanding anything in this Agreement or any other Credit Document to the contrary, in no event shall the Borrower or any of its Restricted Subsidiaries be permitted to transfer or dispose of any Material Intellectual Property to any Unrestricted Subsidiary. To the extent any Collateral is sold, transferred transferred, distributed, conveyed, or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer transfer, or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default existsBorrower or becoming an Excluded Subsidiary, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) The Company will not, and will not permit any Restricted Subsidiary will wind upof its Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to a merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all a "substantial part" of the consolidated assets of the Company and its businessSubsidiaries; provided, property or assetshowever, except forthat: (a1) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct any Subsidiary of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Company may merge or consolidate with or into Borrower (as long as Borrower is or sell, lease or otherwise convey all or a substantial part of its assets to the surviving Person) Company, any Wholly-Owned Subsidiary or any Guarantor (Subsidiary of which the Company or any Wholly-Owned Subsidiary holds at least the same percentage equity ownership after any such event as long as it did immediately prior to the surviving Person is, or becomes substantially concurrently with consummation of such event; provided that in any such merger or consolidationconsolidation involving the Company, a Guarantor)the Company shall be the surviving or continuing corporation; and (C2) The Company or any Restricted Subsidiary of the Company may consolidate or merge or consolidate with or into any other Restricted Person if the Company or such Subsidiary (so long asor, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of such a transfer to a Foreign Subsidiary permitted under clause (A) above)transaction involving the Company, the Lien on Company is the surviving or continuing corporation and at the time of such property granted consolidation or merger, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. As used in favor this Section 12.12, a sale, lease, transfer or disposition of Collateral Agent under the Security Documents assets shall be maintained in accordance with deemed to be of a "substantial part" of the provisions consolidated assets of this Agreement the Company and its Subsidiaries if the applicable Security Documents; (i) voluntary terminations fair market value of Swap Contracts and such assets, when added to the fair market value of all other assets sold, leased, transferred or contracts disposed of by the Company and its Subsidiaries (other than inventory in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under during the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to 12-month period ending with the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect date of such sale or acquisition; (q) from exceeds 10% of Consolidated Total Assets determined as of the last day of the fiscal quarter most recently completed before the date of such sale; provided that during any 12-month period the Company and after the Xxxx Las Vegas Reorganizationits Subsidiaries may sell, the lease, transfer or otherwise dispose of up to 20% of Consolidated Total Assets determined as of the last day of the fiscal quarter most recently completed before the date of such sale or disposition of any Aircraft Assets; and if (ri) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is all such assets sold, leased, transferred or otherwise disposed of in excess of 10% of Consolidated Total Assets at the end of the fiscal quarter most recently completed before the date of such sale are so disposed of at fair market value as permitted determined by the Board of Directors of the Company, (ii) the proceeds from such disposition are received in cash or cash equivalents or in Property that is readily usable in the business of the Company and its subsidiaries or transferable in exchange for Property that is readily usable in the business of the Company and its Subsidiaries (provided that notes may be taken as deferred consideration for such sales or other dispositions provided the aggregate principal amount thereof does not exceed $10,000,000 at any one time outstanding), and (iii) all such proceeds from such disposition are reinvested into the business of the Company and its Subsidiaries and not used to pay dividends or make any other distributions to shareholders. (b) The Company will not sell, transfer or otherwise dispose of, and will not permit any Subsidiary to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as "stock" for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other securities exchangeable for or convertible into stock) of any Borrowing Subsidiary, (x) except to the Company or a Wholly-Owned Subsidiary of the Company and (y) except for the purpose of qualifying directors and (z) except for any such sale or other disposition not otherwise prohibited by this Section 10.05 12.12 if the Company or in connection with a transaction approved by such Borrowing Subsidiary fully pays all Loans (if any) made to such Borrowing Subsidiary and the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower Company pays or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results assumes in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, manner acceptable to the Banks the liability for all L/C Obligations of such Guarantor Borrowing Subsidiary (it being understood and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borroweragreed that any Borrowing Subsidiary shall, as are appropriate or requested by provided in Section 5.10(a) hereof, cease to be a Borrower in connection with such terminationhereunder upon ceasing to be a Wholly-Owned Subsidiary).

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part of its business, property or assets, except for: (a) expenditures constituting Capital Expenditures, Expansion Capital Expenditures and Development Expenses by Borrower and the Restricted Subsidiaries; (b) Sales sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower Xxxxxxxx and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale (or, at Borrower’s election, at the time of entering into a binding contractual obligation or letter of intent with respect to such Asset Sale), no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Borrower or such Restricted Subsidiary from such transferee that are converted by Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 150.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii)) to the extent required thereby; (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Section 10.04, Restricted Payments may be made to the extent permitted by Section 10.06, and Junior Prepayment may be made to the extent permitted by Section 10.09; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary or Joint Venture may transfer or lease property (other than one or more Principal Assets in the case of a transfer or lease to a Joint Venture) to or acquire or lease property (other than one or more Principal Assets in the case of an acquisition by or lease to a Joint Venture) from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 millionSubsidiary or Joint Venture; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests Equity Interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Restricted Subsidiary or Joint Venture that is not a Credit Party permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) (i) the lease, sublease or license of any portion of any Property to Persons who, either directly or through Affiliates of such Persons, intend to operate or manage nightclubs, bars, restaurants, recreation areas, spas, pools, exercise or gym facilities, or entertainment or retail venues or similar or related establishments or facilities and (ii) the grant of declarations of covenants, conditions and restrictions and/or easements with respect to common area spaces and similar instruments benefiting such tenants of such leases, subleases and licenses (collectively, the “Venue Easements,” and together with any such leases, subleases or licenses, collectively the “Venue Documents”); provided that no Venue Document or operations conducted pursuant thereto would reasonably be expected to materially interfere with, or materially impair or detract from, the operations of Borrower and the Restricted Subsidiaries taken as a whole; provided further that upon request by Xxxxxxxx, Collateral Agent on behalf of the Secured Parties shall provide the tenant, subtenant or licensee under any Venue Document with a subordination, non-disturbance and attornment agreement in form reasonably satisfactory to Collateral Agent and the applicable Credit Party; (q) the dedication of space or other dispositions of Property in connection with and in furtherance of constructing structures or improvements reasonably related to the development, construction, and operation of any project; provided that in each case such dedication or other dispositions are in furtherance of, and do not materially impair or interfere with the operations of Borrower and the Restricted Subsidiaries; (r) dedications of, or the granting of easements, rights of way, rights of access and/or similar rights, to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project, any Real Property held by Borrower or the Restricted Subsidiaries or the public at large that would not reasonably be expected to interfere in any material respect with the operations of Borrower and the Restricted Subsidiaries; provided that upon request by Borrower, Administrative Agent shall, in its reasonable discretion, direct Collateral Agent on behalf of the Secured Parties to subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement in such form as is reasonably satisfactory to Administrative Agent and Borrower; (s) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted Investment; provided, that (i) the amount of non-core assets that are disposed of in connection with any such Permitted Acquisition or other permitted Investment pursuant to this Section 10.05(s) does not exceed 25% of the aggregate purchase price for such Permitted Acquisition or other permitted Investment and (ii) to the extent that any such Permitted Acquisition or other permitted Investment is financed with the proceeds of Indebtedness of Borrower or its Restricted Subsidiaries, then any proceeds from such disposition shall be used to prepay such Indebtedness (to the extent otherwise permitted hereunder) or the Loans in accordance with Section 2.10(iii) hereof; (t) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qu) from and after any disposition in connection with the Xxxx Las Vegas Group Reorganization, the transfer or sale or disposition of any Aircraft Assets; and; (rv) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event; and (w) any exchange of assets for other assets used or useful in a Permitted Business that are of comparable or greater value (as determined by Borrower in good faith). Notwithstanding anything in this Agreement or any other Credit Document to the contrary, in no event shall the Borrower or any of its Restricted Subsidiaries be permitted to transfer or dispose of any Material Intellectual Property to any Unrestricted Subsidiary. To the extent any Collateral is sold, transferred transferred, distributed, conveyed, or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer transfer, or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default existsBorrower or becoming an Excluded Subsidiary, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forSubsidiaries to: (a) Capital Expenditures by merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default at the time thereof or immediately after giving effect thereto (i) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Restricted Subsidiaries;Borrower or a Wholly Owned Subsidiary receives any consideration; or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used, worn out, obsolete (in one transaction or surplus Property or Property no longer useful in the business a series of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (ctransactions) Asset Sales by Borrower all or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any substantial part of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of assets (x) cash whether now owned or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Personhereafter acquired) or any Guarantor (as long as amount of Capital Stock of any Subsidiary of the surviving Person isBorrower, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, except that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (ia) voluntary terminations the Borrower and any Subsidiary of Swap Contracts the Borrower may sell or dispose of inventory and other assets or contracts obsolete equipment in the ordinary course of business; , (jb) conveyancesif at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, sales, leases, transfers the Borrower or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of its Subsidiaries may sell or dispose of assets or property, (not including Capital Stock owned by the Borrower or any part thereof, under Subsidiary of the power of eminent domain or condemnation; (lBorrower) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in for fair market value outside the ordinary course of business; business (oeach an "ASSET DISPOSITION") any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as the cumulative aggregate noncash consideration for all such Asset Dispositions after the date hereof shall not exceed $10,000,000 in fair market value and provided that the aggregate Net Cash Proceeds of all such Asset Dispositions are, to the extent they exceed $25,000,000, applied in accordance with the terms of Section 2.12(c) hereof to repay the Loans and reduce the Commitments, and (c) if at the time thereof and immediately after giving effect thereto no Event of Default existsor Default shall have occurred and be continuing, such Collateral (unless sold to the Borrower may transfer control, through a sale, corporate transaction or a Guarantor) shallother disposition, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by hotel contracts and related assets for its hotel customers outside of the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationUnited States.

Mergers, Consolidations and Sales of Assets. Neither Borrower will, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of such Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideration (xx xxxer consideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary a Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to a Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which a Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidationconsolidation involving a Borrower, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, such Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary a Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) a Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by such Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and the total assets (having been newly formed in connection with such acquisition), made as part of such acquisition Borrower and in each case comprising all or its Subsidiaries, determined on a portion consolidated basis as of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear last day of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither (1) The Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all a "SUBSTANTIAL PART" of the assets of the Borrower and its businessSubsidiaries; PROVIDED, property or assetsHOWEVER, except forthat: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct any Subsidiary of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as Subsidiary of which the surviving Person is, or becomes substantially concurrently with Borrower holds at least the same percentage equity ownership; PROVIDED THAT in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the Borrower shall be the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and continuing corporation; (Db) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to the Borrower or any other Restricted Subsidiary of the Borrower may consolidate or merge with any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedPerson if, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)any such transaction involving the Borrower, the Lien on Borrower, and in the case of any other such property granted in favor transaction, such Subsidiary, is the surviving or continuing corporation and at the time of Collateral Agent under the Security Documents such consolidation or merger, and after giving effect thereto, no Default or Event of Default shall have occurred and be maintained in accordance with the provisions of this Agreement and the applicable Security Documentscontinuing; (ic) voluntary terminations the Borrower, any subsidiary or BMC may sell any or all of Swap Contracts the shares of the capital stock of Lihir Gold Ltd. which are owned by the Borrower, its subsidiaries or BMC; and (d) the Borrower and any Subsidiary may consumate the merger transaction (the "Newmont Merger") with Newmont Mining Corp. ("Newmont") previously announced by Borrower pursuant to which BMG will become a wholly owned subsidiary of Newmont. As used in this Section 7.12(1), a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "SUBSTANTIAL PART" of the consolidated assets of the Borrower and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets (including without limitation stock in Subsidiaries but excluding assets sold pursuant to a sale and leaseback transaction permitted pursuant to Section 7.11) sold, leased, transferred or contracts disposed of by the Borrower and its Subsidiaries during such fiscal year (other than inventory in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority exceeds 10% of the total assets or property, or any part thereof, under of the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesSubsidiaries, transfers determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (2) The Borrower will not sell, transfer or otherwise dispose of, or permit any Subsidiary to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as "STOCK" for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other dispositions of property subject to a Casualty Event; (mSecurities exchangeable for or convertible into stock) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldSignificant Subsidiary, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lendersif, in each case, after giving effect to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in disposition, a Guarantor no longer constituting a Subsidiary Change of Borrower, so long as no Control Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationwould have occurred.

Mergers, Consolidations and Sales of Assets. Neither The Borrower will not, nor will it permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of the Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and downgrade of the termination Borrower's S&P Rating or assignment of Contractual Obligations Moody's Rating, (B) such transaction is for cash consideration (xx xxher consideration acceptable to the extent Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which the Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the Borrower shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (Dy) any Restricted Subsidiary the Borrower and its Subsidiaries may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts sell inventory in the ordinary course of business; (j) conveyances. As used in this Section 7.11, salesa sale, leaseslease, transfers transfer or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) the Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales, transfers during such fiscal year (other than obsolete or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements surplus Property and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) inventory in the ordinary course of business; ) exceeds ten percent (o10%) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear total assets of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including its Subsidiaries, determined on a consolidated basis as of the execution and delivery last day of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a "substantial part" of the business assets of Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Banks have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower's S&P Rating or assignment of Contractual Obligations Xxxxx'x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the extent Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A)Borrower shall be the surviving or continuing corporation, (By) Borrower and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)its Subsidiaries may sell inventory, the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement reserves and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts electricity in the ordinary course of business;, and (z) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (j1) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;Borrower is the surviving entity, (k2) any taking unless consented to by the Required Banks, no downgrade in the Borrower's S&P Rating or Xxxxx'x Rating would occur as a Governmental Authority result of the consummation of such a transaction, (3) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, (4) no Default or Event of Default has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a "substantial part" of the power consolidated assets of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as "stock" for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qconvertible into stock) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer Subsidiary of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldBorrower, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold except to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense Wholly-Owned Subsidiary of Borrower and without recourse or warranty by Collateral Agent (including except for the execution and delivery purpose of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forRestricted Subsidiaries to: (a) Capital Expenditures by merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default at the time thereof or immediately after giving effect thereto, (i) any Wholly-Owned Subsidiary that is also a Restricted Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly-Owned Subsidiary that is also a Restricted Subsidiary may merge into or consolidate with any other Wholly-Owned Subsidiary that is also a Restricted Subsidiary in a transaction in which (A) the surviving entity is a Wholly-Owned Subsidiary that is also a Restricted Subsidiary and (B) no Person other than the Borrower or a Wholly-Owned Subsidiary that is also a Restricted Subsidiaries;Subsidiary receives any consideration; or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used, worn out, obsolete (in one transaction or surplus Property in a series of transactions) all or Property no longer useful in any substantial part of its assets (whether now owned or hereafter acquired) or any amount of Capital Stock of any Subsidiary of the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided except that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer sell or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum dispose of (x) the aggregate fair market value of all Property transferred by Borrower inventory, obsolete equipment and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts Permitted Investments in the ordinary course of business; , (jii) conveyancesif immediately before and after giving effect thereto no Event of Default or Default shall have occurred and be continuing, sales, leases, transfers the Borrower or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority Restricted Subsidiary may sell or dispose of assets or property, (not including Capital Stock in any Subsidiary of the Borrower owned by the Borrower or any part thereof, under the power of eminent domain or condemnation; (lRestricted Subsidiary) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in for fair market value outside the ordinary course of business; business (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to each an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition"Asset Disposition"), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event the cumulative aggregate non-cash consideration for all Asset Dispositions made in reliance on this clause (ii) after the date hereof shall not exceed $10,000,000 in fair market value, and provided that the aggregate Net Cash Proceeds of Default existsall Asset Dispositions made hereunder are, such Collateral (unless sold to Borrower or a Guarantor) shall, except the extent they exceed 15% of Consolidated Tangible Assets as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense relevant dates of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.determination,

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its North American Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to a merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease otherwise dispose of all or a "substantial part" of the assets of the Borrower and its North American Subsidiaries; provided, however, that: (1) any Subsidiary of the Borrower may sell, lease or otherwise convey all or a substantial part of its assets to the Borrower or any Subsidiary of which the Borrower holds at least the same percentage equity ownership; provided that (i) in the case of any such sale, lease or other conveyance of any Collateral to a Subsidiary which is not then providing Collateral under a Security Agreement executed by it, the transferee or lessee (as lessor the case may be) shall execute and deliver to the Agent such instruments and documents (including, if a requested, a security agreement and financing statements) as the Agent may reasonably request to confirm and assure the continued validity, perfection and priority of the Agent's liens under the Collateral Documents of the Collateral so sold, leased or sublessorotherwise conveyed and (ii) at the time of such sale, lease or conveyance, and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing; (2) any Subsidiary of the Borrower may consolidate or merge with any other Person (including the Borrower) if (x) in the case of such a transaction involving the Borrower, the Borrower is the surviving or continuing corporation or in any other case, if the surviving corporation is a Subsidiary of the Borrower, (y) in any merger or consolidation not involving the Borrower but involving a Subsidiary then providing Collateral under a Security Agreement in which the surviving or continuing Subsidiary is not a Subsidiary then providing Collateral under a Security Agreement executed by it, such surviving or continuing Subsidiary shall execute and deliver to the Agent an Additional Subsidiary Security Agreement and such other instruments and documents as the Agent may reasonably request to grant and perfect a lien on the accounts and inventory of such surviving or continuing Subsidiary and (z) at the time of such consolidation or merger, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (3) the Borrower may consolidate or merge with any other Person if (x) the Borrower is the surviving or continuing corporation and (y) at the time of such consolidation or merger, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (4) subject to the provisions of this Section 9.12, Bxxx Sports, Inc. and American Recreation Company, Inc. may merge into the Borrower if the Borrower is the corporation surviving such merger and the Borrower confirms, in form and substance reasonably satisfactory to the Agent and the Required Banks, its liability for the Obligations. As used in this Section 9.12(a), a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of the Borrower and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets (including without limitation stock in Subsidiaries) sold, leased, transferred or disposed of by the Borrower and its Subsidiaries during such fiscal year (other than inventory in the ordinary course of business) and the aggregate consideration received by Subsidiaries from their issuance or sale of their stock during such fiscal year exceeds 10% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries as of the last day of the immediately preceding fiscal year. (b) The Borrower will not sell, transfer or otherwise dispose of all or substantially all any shares of its businesscapital stock in any Guarantor, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time Indebtedness of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer except to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationWholly-Owned Subsidiary.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor Merge into or consolidate with any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))Person, or conveypermit any other Person to merge into or consolidate with it, or sell, lease or transfer, assign, lease, sublease (as lessor or sublessor), transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any part of its businessassets (whether now owned or hereafter acquired) or any Capital Stock of any Subsidiary; provided, property or assetshowever, except forthat the foregoing shall not prohibit: (a) Capital Expenditures by Borrower and the Restricted Subsidiariessales of Permitted Investments for cash; (b) Sales or sales, transfers and other dispositions of used, worn out, obsolete used or surplus Property or Property no longer useful in the business of Borrower by Borrower equipment, vehicles and the Restricted Subsidiaries other assets in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations (to the extent such termination or assignment does not that the Borrowers shall have a Material Adverse Effectcomplied with the provisions of subsection 10.2); (c) Asset Sales Sale and Leaseback Transactions permitted by Borrower subsection 14.4; (d) sales of inventory in the ordinary course of business (including, without limitation, sales of inventory on an arm's-length basis to Foreign Subsidiaries of the Company in the ordinary course of business); (e) sales, transfers and other dispositions by a Subsidiary to the Company or to any other Subsidiary that is a Guarantor and is a party to all applicable Security Documents; (f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof in the ordinary course of business; provided that, at the date of such sale or discount, such accounts receivable are not included in the calculation of the Domestic Borrowing Base or the UK Borrowing Base then in effect; (g) the merger of any Subsidiary with the Company or any Restricted other Subsidiary; provided, however, that (A) at the time of and immediately after giving effect to any such merger no Default or Event of Default shall have occurred, (B) the Company shall be the surviving corporation of any merger involving the Company, (C) no Foreign Subsidiary may merge with a Domestic Subsidiary unless the Domestic Subsidiary shall be the surviving corporation in such merger, (D) no Foreign Subsidiary any Capital Stock of which is pledged under a Pledge Agreement may merge with another Subsidiary any Capital Stock of which is not so pledged unless such first Foreign Subsidiary shall be the surviving corporation in such merger, (E) no Domestic Subsidiary may merge with another Subsidiary unless the surviving corporation in such merger is a Guarantor and (F) no Borrower may merge with a Subsidiary which is not a Borrower unless such Borrower is the surviving corporation in such merger; and (h) the merger of the Company with and into any newly created corporation; provided that (i) such corporation is a "C" corporation, (ii) the Capital Stock of such corporation is, at the time of such Asset Salemerger, owned (beneficially and of record) by the same Persons and in the same proportion by each such Person as is the Capital Stock of the Company immediately prior to the creation of such corporation (after giving effect to the conversion of preferred interests into common interests), (iii) such corporation has no material assets (other than its equity interest in the Company) or material liabilities prior to such merger, (iv) the Agent holds a first priority, perfected security interest in the Capital Stock of such corporation (other than any shares owned by Persons who have not pledged their equity interests in the Company), (v) such corporation agrees, in writing, to assume the obligations of the Company hereunder, (vi) such merger is effected in contemplation of an initial public offering of the Capital Stock of such corporation or the owner of 100% of the Capital Stock of such corporation and such initial public offering is consummated as promptly as is practicable (and, in any event, within 30 Business Days) following such merger and (vii) at the time of and immediately after giving effect to such merger no Default or Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationoccurred.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the applicable Security AgreementDocuments)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part of its business, property or assets, except for: (a) expenditures to make Capital Expenditures, Expansion Capital Expenditures and expenditures of Development Expenses by Borrower and the Restricted Subsidiaries; (b) Sales sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer used or useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; and sales or transfers of inventory in the ordinary course of business; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom (except for any Asset Sale subject to a binding commitment that was executed at a time when no Event of Default then existed or would result therefrom), (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by Borrower or such Restricted Subsidiary from such transferee that are converted by Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of the greater of $75.0 million100.0 million and 10.0% of Consolidated EBITDA at the time of determination for the Test Period most recently ended, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Section 10.04, Restricted Payments may be made to the extent permitted by Section 10.0610.06 and Junior Prepayments may be made to the extent permitted by Section 10.09; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) (i) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business and (ii) licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons in the ordinary course of business, in each case, shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property Property to or acquire or lease property Property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Credit Parties to Restricted Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower Non-Credit Parties under this clause (A) plus (y) all lease payments made by Borrower and Domestic Credit Parties to Restricted Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower Non-Credit Parties in respect of leasing of property by Borrower and Domestic Credit Parties from Restricted Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries Non-Credit Parties shall not exceed the greater of $50.0 million and 5.0% of Consolidated EBITDA at the time of determination for the Test Period most recently ended in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge merge, amalgamate or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger merger, amalgamation or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge merge, amalgamate or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger merger, amalgamation or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests Equity Interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary Non-Credit Party permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring any transfer of Equity Interests of any Restricted Subsidiary or discounting any Gaming/Racing Facility in connection with the occurrence of accounts receivable (including defaulted receivables) in the ordinary course of businessa Trigger Event; (o) (i) the lease, sublease or license of any mergerportion of any Property to Persons who, consolidation either directly or amalgamation through Affiliates of such Persons, intend to operate or manage nightclubs, bars, restaurants, recreation areas, spas, pools, exercise or gym facilities, or entertainment or retail venues or similar or related establishments or facilities and (ii) the grant of declarations of covenants, conditions and restrictions and/or easements with respect to common area spaces and similar instruments benefiting such tenants of such leases, subleases and licenses (collectively, the “Venue Easements,” and together with any such leases, subleases or licenses, collectively the “Venue Documents”); provided that no Venue Document or operations conducted pursuant thereto would reasonably be expected to materially interfere with, or materially impair or detract from, the operations of Borrower and the Restricted Subsidiaries taken as a whole; provided, further, that upon request by Borrower, Collateral Agent on behalf of the Secured Parties shall provide the tenant, subtenant or licensee under any Venue Document with a subordination, non-disturbance and attornment agreement in order form reasonably satisfactory to effect a Permitted AcquisitionCollateral Agent and the applicable Credit Party; (p) the dedication of space or other dispositions of Property in connection with and in furtherance of constructing structures or improvements reasonably related to the development, construction and operation of any project; provided that in each case such dedication or other dispositions are in furtherance of, and do not materially impair or interfere with the operations of Borrower and the Restricted Subsidiaries; (q) dedications or dispositions of, or the granting of easements, rights of way, rights of access and/or similar rights, to any Governmental Authority, utility providers, cable or other communication providers and/or other parties providing services or benefits to any project, any Real Property held by Borrower or the Restricted Subsidiaries or the public at large that would not reasonably be expected to interfere in any material respect with the operations of Borrower and the Restricted Subsidiaries; provided that upon request by Borrower, Administrative Agent shall, in its reasonable discretion, direct Collateral Agent on behalf of the Secured Parties to subordinate its Mortgage on such Real Property to such easement, right of way, right of access or similar agreement in such form as is reasonably satisfactory to Administrative Agent and Borrower; (r) any disposition of Equity Interests of in a Restricted Subsidiary pursuant to an agreement or other obligation with or to a person (other than Borrower and the Restricted Subsidiaries) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qs) dispositions of non-core assets acquired in connection with a Permitted Acquisition or other permitted Investment; provided, that (i) the amount of non-core assets that are disposed of in connection with any such Permitted Acquisition or other permitted Investment pursuant to this Section 10.05(s) does not exceed 25% of the aggregate purchase price for such Permitted Acquisition or other permitted Investment and (ii) to the extent that any such Permitted Acquisition or other permitted Investment is financed with the proceeds of Indebtedness of Borrower or its Restricted Subsidiaries, then any proceeds from such Permitted Acquisition or other permitted Investment shall be used to prepay such Indebtedness (to the extent otherwise permitted hereunder) or the Loans in accordance with Section 2.10 hereof; (t) other dispositions of assets with a fair market value of not more than the greater of $25.0 million and after 2.5% of Consolidated EBITDA at the Xxxx Las Vegas Reorganizationtime of determination for the Test Period most recently ended in any single transaction or series of related transactions; (u) the Transactions; (v) the sale, transfer, disposition, abandonment, cancellation or lapse of intellectual property which, in the reasonable determination of Borrower, are not material to the conduct of the business of Borrower and its Subsidiaries, or are no longer economical to maintain in light of their respective use, in the ordinary course of business; (w) the sale, transfer or sale or disposition of any Aircraft Assetsreceivables in connection with the compromise, settlement or collection thereof; and (rx) any sales, transfers or dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such sale, transfer or disposition are reasonably promptly applied to the purchase price of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Eventsuch replacement property. To the extent any Collateral is sold, transferred transferred, contributed, distributed or otherwise disposed of as permitted by this Section 10.05 (including, for the avoidance of doubt, pursuant to any transaction permitted by or referred to in Section 10.05(d)) or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred transferred, distributed, contributed or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer transfer, contribution, distribution or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) Except as provided in clauses (b) and (c) below, the Company will not, and will not permit any Restricted Consolidated Subsidiary will wind upto, liquidate consolidate with or dissolve its affairs be a party to a merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose Dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales in a single transaction or dispositions series of usedtransactions, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted SubsidiaryPerson; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Consolidated Subsidiary may merge or consolidate with or into Borrower (as into, sell, lease or otherwise Dispose of all or a substantial part of its assets to the Company or any Wholly-Owned Consolidated Subsidiary so long as Borrower is (A) (i) in any merger or consolidation involving the Company, the Company shall be the surviving Personor continuing corporation and (ii) in any merger or any Guarantor consolidation involving a Wholly-Owned Consolidated Subsidiary (as long as and not the Company), a Wholly-Owned Consolidated Subsidiary shall be the surviving Person isor continuing corporation, or becomes substantially concurrently with (B) at the time of such consolidation, merger or consolidationDisposition and immediately after giving effect thereto, a Guarantor); no Default or Event of Default exists or would exist and (C) the Noteholders shall have received copies of such documents of assumption and legal opinions (which may be issued by the general counsel or chief legal officer of the Company) as the Required Holders may reasonably request to confirm that the obligations of, and Liens in favor of the Collateral Agent on the property of, the parties to such transaction are not adversely affected thereby. (b) Neither the Company nor any Restricted Consolidated Subsidiary may merge or consolidate with or into any Dispose of its assets (including, but not limited to, Investments), except to the extent that, and subject to the provisions of clause (c) below: (i) no Enforcement Direction (as defined in the Intercreditor Agreement) has been issued to the Collateral Agent and remains pending, (ii) each such Disposition shall be an Arms-Length Transaction, (iii) the Company shall pay to the Collateral Agent in the manner set forth in the Intercreditor Agreement, not less than 50% of the Net Proceeds of such Disposition (such Net Proceeds paid to the Collateral Agent shall be applied to the prepayment of the Senior Notes (excluding the Series CMW Senior Notes, but upon payment in full of all such other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a GuarantorSenior Notes, the surviving Person isSeries CMW Senior Notes), together with accrued interest thereon, in succeeding order of maturities); it being understood and agreed that during the continuation of an Event of Default under Section 14.1(a), Section 14.1 (b), or becomes substantially concurrently Section 14.1(c) (but in the case of Section 14.1(c), only with respect to violations of Section 12.3, Section 12.7 and Section 13) (each a “Major Event of Default”) the Company shall pay to the Collateral Agent not less than 100% of the Net Proceeds of such Disposition (such Net Proceeds paid to the Collateral Agent shall be applied to the prepayment of the Senior Secured Obligations in accordance with the terms of the Intercreditor Agreement), (iv) any and all rights of the Company or any Consolidated Subsidiary in any and all Net Proceeds and other consideration (other than Excluded Assets) received in connection with such merger sale (other than cash) shall (subject to the provisions of the Security Agreement regarding Second Tier Collateral), become subject to a perfected, and to the Company’s Knowledge, first priority Security Interest or consolidationLien (subject to Permitted Liens) in favor of the Collateral Agent on the date received by the Company or such Consolidated Subsidiary, a Guarantor); and (Dv) any Restricted Subsidiary may the portion of the Net Proceeds from such Disposition that is required to be voluntarily liquidatedapplied to the Senior Secured Obligations shall be deposited directly into the Special Collateral Account or sent to the Collateral Agent at the times set forth in the Intercreditor Agreement and promptly deposited into the Special Collateral Account to be applied to the payment of the Senior Secured Obligations in accordance with the terms of the Intercreditor Agreement. Any prepayment of Senior Notes (other than Series CMW Senior Notes) under this Section 12.2(b) shall reduce the payments required under clauses (a) through (e), voluntarily wound up or voluntarily dissolved (so inclusive, of Section 10.1 in succeeding order of maturities. So long as no Special Event of Default (as defined in the Intercreditor Agreement) exists, no Make-Whole Amount shall be payable in connection with any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted prepayment pursuant to this Section 10.0512.2(b); provided. For the avoidance of doubt, however, that, if a Special Event of Default (as defined in each case with respect the Intercreditor Agreement) exists when any prepayment is made pursuant to clauses (Athis Section 12.2(b), (B) the Make-Whole Amount, if any, shall apply to such prepayment of the MWA Senior Notes. Any Liens in favor of the Collateral Agent on assets which are the subject of a permitted Disposition shall be released as provided in the Intercreditor Agreement. Transfers between and (C) among the Company and Subsidiary Grantors shall be excluded from the operation of this Section 10.05(h12.2(b) so long as (other than x) the Collateral Agent has a valid, fully perfected, enforceable, and to the Company’s Knowledge, first priority Security Interest in all right, title and interest of the Company and the Subsidiary Grantors in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event;such Disposition and (y) the obligations under the Continuing Guaranty Agreement are fully enforceable. (mc) Borrower In no event will the Company Dispose of all or substantially all of its assets unless contemporaneously therewith all Senior Notes are repaid in full and its Restricted Subsidiaries may make sales, transfers or any and all other dispositions amounts due hereunder are paid in full. (d) The Company will not permit any Consolidated Subsidiary to issue any Voting Stock of Investments in Joint Ventures such Consolidated Subsidiary except to satisfy the rights of minority shareholders to receive issuances of stock which are non-dilutive to the extent required by, or made pursuant to, customary buy/sell arrangements between Company and/or any Consolidated Subsidiary; provided that the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in foregoing restrictions do not apply to issuances to the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with Company or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Wholly-Owned Consolidated Subsidiary or any Gaming Facility in connection with the occurrence issuance of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationdirectors’ qualifying shares.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor Merge into or consolidate with any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))Person, or conveypermit any other Person to merge into or consolidate with it, or sell, lease or transfer, assign, lease, sublease (as lessor or sublessor), transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any part of its businessassets (whether now owned or hereafter acquired) or any Capital Stock of any Subsidiary; provided, property or assetshowever, except forthat the foregoing shall not prohibit: (a) Capital Expenditures by Borrower and the Restricted Subsidiariessales of Permitted Investments for cash; (b) Sales or sales, transfers and other dispositions of used, worn out, obsolete used or surplus Property or Property no longer useful in the business of Borrower by Borrower equipment, vehicles and the Restricted Subsidiaries other assets in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations (to the extent such termination or assignment does not that the Borrowers shall have a Material Adverse Effectcomplied with the provisions of subsection 10.2); (c) Asset Sales Sale and Leaseback Transactions permitted by Borrower subsection 14.4; (d) sales of inventory in the ordinary course of business (including, without limitation, sales of inventory on an arm's-length basis to Foreign Subsidiaries of the Company in the ordinary course of business); (e) sales, transfers and other dispositions by a Subsidiary to the Company or to any other Subsidiary that is a Guarantor and is a party to all applicable Security Documents; (f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof in the ordinary course of business; provided that, at the date of such sale or discount, such accounts receivable are not included in the calculation of the Domestic Borrowing Base or the UK Borrowing Base then in effect; (g) the merger of any Subsidiary with the Company or any Restricted other Subsidiary; provided, however, that (A) at the time of and immediately after giving effect to any such merger no Default or Event of Default shall have occurred, (B) the Company shall be the surviving corporation of any merger involving the Company, (C) no Foreign Subsidiary may merge with a Domestic Subsidiary unless the Domestic Subsidiary shall be the surviving corporation in such merger, (D) no Foreign Subsidiary any Capital Stock of which is pledged under a Pledge Agreement may merge with another Subsidiary any Capital Stock of which is not so pledged unless such first Foreign Subsidiary shall be the surviving corporation in such merger, (E) no Domestic Subsidiary may merge with another Subsidiary unless the surviving corporation in such merger is a Guarantor and (F) no Borrower may merge with a Subsidiary which is not a Borrower unless such Borrower is the surviving corporation in such merger; and (h) the merger of the Company with and into any newly created corporation; provided that (i) such corporation is a "C" corporation, (ii) the Capital Stock of such corporation is, at the time 115 of such merger, owned (beneficially and of record) by the same Persons and in the same proportion by each such Person as is the Capital Stock of the Company immediately prior to the creation of such corporation (after giving effect to the conversion of preferred interests into common interests), (iii) such corporation has no material assets (other than its equity interest in the Company) or material liabilities prior to such merger, (iv) the Agent holds a first priority, perfected security interest in the Capital Stock of such corporation (other than any shares owned by Persons who have not pledged their equity interests in the Company), (v) such corporation agrees, in writing, to assume the obligations of the Company hereunder, (vi) such merger is effected in contemplation of an initial public offering of the Capital Stock of such corporation or the owner of 100% of the Capital Stock of such corporation and such initial public offering is consummated as promptly as is practicable (and, in any event, within 30 Business Days) following such merger and (vii) at the time of and immediately after giving effect to such Asset Sale, merger no Default or Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationoccurred.

Mergers, Consolidations and Sales of Assets. (a) Neither Borrower the Company nor any Restricted Subsidiary will wind upconsolidate with or be a party to a merger with any other corporation, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))provided, or conveyhowever, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forthat: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) Company or any Guarantor (as other Restricted Subsidiary so long as the Company or such other Restricted Subsidiary shall be the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor)continuing corporation; and (Cii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower the Company or any other Restricted Subsidiary so long as the Company complies with the provisions of subparagraph (b) hereof with respect to any such transaction as if such transaction were undertaken in the form of a sale of assets; and (iii) The Company may merge or consolidate with or into any other owner corporation if at the time of equity interests such merger or consolidation and after giving effect thereto no Default or Event of Default shall have occurred and be continuing and the Company shall be the surviving corporation or, if not, (x) the surviving corporation shall continue to be organized under the laws of one of the states of the United States of America and (y) the surviving corporation expressly agrees in such writing to assume all liabilities under and to be bound by the Notes and this Agreement. (b) Other than in the ordinary course of their businesses, the Company and its Restricted Subsidiary unless such Asset Sale is Subsidiaries taken as a whole will not, in any fiscal year, sell, lease, transfer or otherwise permitted dispose of more than 20% of their total assets (excluding sales of receivables pursuant to this Section 10.05a Receivables Securitization Program); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in that the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower Company and its Restricted Subsidiaries taken as a whole may make salesdispose of more than 20% of their total assets if, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower in connection with any such disposal, the Company and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivablesany Restricted Subsidiary created for the purpose of acquiring operating assets) in applies the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion "Excess Proceeds" of the consideration in respect sale of the assets within 12 months from the date of such sale or acquisition; (q) from and after either to the Xxxx Las Vegas Reorganization, the transfer or sale or disposition acquisition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear operating assets of the Liens created by Company and its Restricted Subsidiaries or to the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense retirement of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationsenior Indebtedness.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) Merge into or consolidate with any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))person, or conveypermit any other person to merge into or consolidate with it, or sell, transfer, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its businessassets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary (other than any Margin Stock to the extent the value of such Margin Stock, property determined in accordance with Regulation U, together with the value of other Margin Stock owned by the Borrower and its Subsidiaries, exceeds 25% of the aggregate value of the assets of the Borrower and its Subsidiaries), or assetspurchase, except forlease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets or capital stock of any other person; provided that nothing in the foregoing shall prohibit: (ai) Capital Expenditures by the Borrower and the Restricted Subsidiaries; (b) Sales any of its Subsidiaries from purchasing or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries selling inventory in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effectarm's-length transactions; (cii) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) if at the time of such Asset Sale, thereof and immediately after giving effect thereto no Event of Default then exists or would arise therefromDefault shall have occurred and be continuing (A) any entity from merging into the Borrower or any wholly owned Subsidiary in a transaction in which the Borrower or such wholly owned Subsidiary, as the case may be, is the surviving corporation, and (iiB) the Borrower and any Subsidiary from acquiring all or any substantial part of the assets or capital stock of any other person; (iii) the Borrower and any of its Subsidiaries (other than Tredegar Investments ) from selling, transferring, leasing or otherwise disposing of (in one transaction or in a series of transactions) during any fiscal year in arm's-length transactions (A) assets the fair market value of which is not more than 10% of the consolidated assets of the Borrower calculated in accordance with GAAP, determined as of the beginning of such fiscal year; provided, however, that the sale of Therics, Inc. and Molecumetics, Ltd. shall be permitted notwithstanding anything to the contrary contained in this Section 6.04(a) and (B) any other assets to the extent the Revolving Loan is repaid with a corresponding reduction in the Commitments, or the commitments under other existing credit facilities are permanently reduced, by the amount of the proceeds received by the Borrower from the sale of such assets; and (iv) Tredegar Investments from selling, transferring, leasing or otherwise disposing of (in one transaction or in a series of transactions) any or all of its assets at any time; and (v) any Internal Financing Transaction. (b) Notwithstanding anything contained in clause (a) above, transfer operating assets from the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer Tredegar Investments) to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationTredegar Investments.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not permit any Restricted Designated Subsidiary will wind upto, liquidate be a party to any merger or dissolve its affairs consolidation, PROVIDED that: (a) any Subsidiary may consolidate with or enter merge into the Borrower or another Subsidiary if in any transaction of such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation; (b) any other than solely corporation may consolidate with or merge into the Borrower or any Subsidiary if (i) in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation, (ii) in any such merger or consolidation involving a Subsidiary the corporation resulting from such merger or consolidation shall be a Subsidiary, and (iii) at the time of such merger or consolidation and after giving effect thereto no Default shall have occurred and be continuing; (c) the Borrower may engage in a reorganization pursuant to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions Section 368(a)(1)(F) of the Security Agreement))Internal Revenue Code solely for the purpose of changing its place of organization; and (d) this paragraph shall not prohibit any merger or consolidation that would otherwise be permitted under the immediately following paragraph. Other than Permitted Notes Financings, or conveythe Borrower will not, and will not permit any Designated Subsidiary to, sell, lease or sublease (as lessor or sublessor)lease, transfer or otherwise dispose of (by merger or otherwise to a Person who is not a Wholly Owned Subsidiary) all or substantially all any part of its business, property or assets, except for: (a) Capital Expenditures by if such transaction involves a substantial part of the property of the Borrower and its Subsidiaries. As used in this paragraph, a sale, lease, transfer or other disposition of the Restricted Subsidiaries; property of the Borrower or a Subsidiary shall be deemed to be a substantial part of such property if the amount of property proposed to be disposed of when added to the amount of all other property sold, leased, transferred or disposed of (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries other than in the ordinary course of business and other than as permitted by the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct next sentence) during any one fiscal year of the business Borrower contributed more than 20% of Borrower and its Restricted Subsidiaries taken as a whole; and Consolidated Net Income for any one of the termination or assignment immediately preceding three fiscal years of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower. Notwithstanding any other provision of this paragraph, the Borrower or any Restricted Subsidiary; provided Subsidiary may sell, lease, transfer or otherwise dispose of one or more warehouse facilities, PROVIDED that (i) at such transactions do not in the time aggregate involve all or substantially all of such Asset Sale, no Event the property of Default then exists or would arise therefrom, the Borrower and its Subsidiaries and (ii) the Borrower or any of its Restricted Subsidiaries shall Subsidiary retains the right to receive not less than 75at least 85% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary revenue derived from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to warehouse facilities, notwithstanding the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part sale thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (i) Consolidate with or be a party to a merger with any Restricted Subsidiary will wind up, liquidate other corporation or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part (as defined in paragraph (iv) of this Section 7.6(e)) of the assets of the Servicer and its businessSubsidiaries, property or assetsPROVIDED, except forHOWEVER, that: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as the Servicer or any Wholly-owned Subsidiary so long as Borrower is in any merger or consolidation involving the Servicer, the Servicer shall be the surviving Personor continuing corporation; PROVIDED FURTHER HOWEVER, that under no circumstances shall the Transferor be permitted to merge with the Servicer; (B) any Person may consolidate or any Guarantor (as long as merge with the surviving Person isServicer or a Subsidiary of the Servicer if at the time of such consolidation or merger and after giving effect thereto no Unmatured Termination Event or Termination Event shall have occurred and be continuing, and after giving effect to such consolidation or becomes substantially concurrently with such merger or consolidation, a Guarantor); the Servicer would be permitted to incur at least $1.00 of additional Consolidated Indebtedness; (C) any Restricted Subsidiary may merge sell, lease or consolidate with otherwise dispose of all or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, substantial part of its assets to the surviving Person is, Servicer or becomes substantially concurrently with such merger or consolidation, a Guarantor); and any Wholly-owned Subsidiary; (D) WCC may enter into TROL Leases; and (E) the Servicer may sell for not less than book value the (i) business, assets and operations constituting the food service business of the Servicer and its Subsidiaries or (ii) assets of, or stock in, Chile. (ii) Permit any Restricted Subsidiary may be voluntarily liquidatedto issue or sell any shares of stock of any class (including as "stock" for the purposes of this SECTION 7.6(E), voluntarily wound up any warrants, rights or voluntarily dissolved (so long as any options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such liquidation or winding up does not constitute or involve an Asset Sale Subsidiary to any Person other than to Borrower the Servicer or any other Restricted Subsidiary or any other owner a Wholly-owned Subsidiary, except for the purpose of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or propertyqualifying directors, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments except in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion satisfaction of the consideration in respect validly pre-existing preemptive rights of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility minority shareholders in connection with the occurrence simultaneous issuance of stock to the Servicer and/or a Trigger Event. To Subsidiary whereby the extent Servicer and/or such Subsidiary maintain their same proportionate interest in such Subsidiary. (iii) Sell, transfer or otherwise dispose of any Collateral shares of stock of any Subsidiary except (A) the minimal amount necessary to qualify directors and (B) shares of stock of WCC provided that, after giving effect to any such sale of WCC stock, the Servicer shall own not less than 50% of the stock of every class issued by WCC or any Indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to the Servicer or a Wholly-owned Subsidiary) any shares of stock or any Indebtedness of any other Subsidiary, unless: (1) simultaneously with such sale, transfer, or disposition, all shares of stock and all Indebtedness of such Subsidiary at the time owned by the Servicer and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (2) the Board of Directors of the Servicer shall have determined, as evidenced by a resolution thereof, that the proposed sale, transfer or disposition of said shares of stock and Indebtedness is in the best interests of the Servicer. (3) said shares of stock and Indebtedness are sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with to a transaction approved Person, for a cash consideration and on terms reasonably deemed by the Required Lenders, in each case, Board of Directors to a Person other than a Credit Party, so long as no Event be adequate and satisfactory; (4) the Subsidiary being disposed of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth shall not have any continuing investment in the proviso to Section 10.05(hServicer or any other Subsidiary not being simultaneously disposed of; and (5) such sale or other disposition does not involve a substantial part (as hereinafter defined) of the assets of the Servicer and its Subsidiaries. (iv) As used in this SECTION 7.6(E), a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the assets of the Servicer and its Subsidiaries only if the book value of such assets, when added to the book value of all other assets sold, transferred leased or otherwise disposed of free by the Servicer and clear its Subsidiaries (other than in the ordinary course of business) during the period from and after the Closing Date to and including the date of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer lease or other disposition results in question, computed on a Guarantor no longer constituting a Subsidiary cumulative basis for said entire period, exceeds 10% of BorrowerConsolidated Net Assets, so long determined as no Event of Default exists, the Obligations end of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding Fiscal Quarter.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) Without the prior written consent of Lender, which consent shall not unreasonably be withheld, TAVA will not, and will not permit any Restricted Subsidiary will wind up, liquidate to (1) consolidate with or dissolve its affairs or enter into any transaction of be a party to a merger or consolidation share exchange with any other corporation or (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, 2) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part of the assets of TAVA and its businessSubsidiaries; PROVIDED, property or assetsHOWEVER, except forthat: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) TAVA or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted wholly-owned Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as in any such liquidation merger or winding up does not constitute consolidation involving TAVA, TAVA shall be the surviving or involve an Asset Sale continuing corporation; (ii) any Subsidiary may sell, lease or otherwise dispose of all or any substantial part of its assets to any Person other than to Borrower TAVA or any other Restricted wholly-owned Subsidiary; and (b) Without the prior written consent of Lender, which consent shall not unreasonably be withheld, TAVA will not sell, transfer or otherwise dispose of any shares of stock in any Subsidiary or any indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to TAVA or a wholly-owned Subsidiary) any shares of stock or any indebtedness of any other owner Subsidiary, unless all of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents;following conditions are met: (i) voluntary terminations simultaneously with such sale, transfer or disposition, all shares of Swap Contracts stock and all indebtedness of such Subsidiary at the time owned by TAVA and by every other assets Subsidiary shall be sold, transferred or contracts in the ordinary course disposed of businessas an entirety; (jii) conveyancesthe Board of Directors of TAVA shall have determined, salesas evidenced by a resolution thereof, leases, transfers or other dispositions which do not constitute Asset Salesthat the retention of such stock and indebtedness is no longer in the best interests of the Company; (kiii) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower such stock and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral Indebtedness is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with to a transaction approved person, for consideration and on terms reasonably deemed by the Required Lenders, in each case, Board of Directors of TAVA to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral be adequate and satisfactory; (unless sold to Borrower or a Guarantoriv) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise Subsidiary being disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate not have any continuing investment in TAVA or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent any other Subsidiary not being simultaneously disposed of; and (including the execution and delivery of appropriate UCC termination statements and v) such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer sale or other disposition results does not involve a substantial part of the assets of TAVA and its Subsidiaries taken as a whole. (c) The parties agree that it is not unreasonable for Lender to decline to consent to any transaction described in a Guarantor no longer constituting a Subsidiary this Section 4.16 that would jeopardize Lender's investment in any Borrower to any degree, in Lender's sole discretion, or jeopardize the financial position of any Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the in Lender's sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationdiscretion.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forSubsidiaries to: (a) Capital Expenditures by merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default at the time thereof or immediately after giving effect thereto (i) any Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary and no Person other than the Restricted Subsidiaries;Borrower or a Wholly Owned Subsidiary receives any consideration, provided further that any such merger or consolidation may not include any Subsidiary that incurred the Non-Recourse Arena Financing; or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used, worn out, obsolete (in one transaction or surplus Property or Property no longer useful in the business a series of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (ctransactions) Asset Sales by Borrower all or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any substantial part of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of assets (x) cash whether now owned or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Personhereafter acquired) or any Guarantor (as long as amount of Capital Stock of any Subsidiary of the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedOn Command Corp., however, except that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations the Borrower and any Subsidiary of Swap Contracts the Borrower may sell or dispose of inventory and other assets or contracts obsolete equipment in the ordinary course of business; , (jii) conveyances, sales, leases, transfers so long as there exists no Default or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority Event of assets or property, Default both before and after giving effect thereto the Borrower or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may (A) make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit PartyAsset Disposition, so long as (I) the cumulative aggregate consideration for all such Asset Dispositions after the date hereof shall not exceed $10,000,000, and (II) such assets are not used in the operation of the Nuggets Sub or the Avalanche Sub or the related Teams, and (B) in addition to Asset Dispositions permitted by subsection (A) above, make an Asset Disposition, so long as (I) the cumulative aggregate consideration for all such Asset Dispositions after the date hereof (but excluding the proceeds from sales of those assets described on SCHEDULE 6.05 hereto) shall not exceed $10,000,000, (II) such assets are not used in the operation of the Nuggets Sub or the Avalanche Sub or the related Teams, and (III) the Borrowing Base is reduced by the Net Cash Proceeds of each such Asset Disposition, (iii) so long as there exists no Default or Event of Default both before and after giving effect thereto the Borrower or any of its Subsidiaries may sell the Capital Stock described on SCHEDULE 6.05 hereto, (iv) so long as there exists no Default or Event of Default both before and after giving effect thereto, the Borrower or the Denver Arena Company, LLC may sell the real estate used for the Arena/Complex to the City and County of Denver, (v) so long as there exists no Event of Default existsboth before and after giving effect thereto, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear any Wholly Owned Subsidiary of the Liens created by Borrower may transfer all or any part of its assets to the Security DocumentsBorrower, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, vi) so long as there exists no Default or Event of Default existsboth before and after giving effect thereto, the Obligations Borrower may consummate the sale leaseback transaction described on SCHEDULE 6.03 hereto. Notwithstanding anything to the contrary herein or in any other Loan Paper, under no circumstance may the Borrower or any Subsidiary of such Guarantor and all obligations the Borrower sell, dispose of such Guarantor under or transfer any of the Credit Documents shall terminate and be Capital Stock of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at On Command Corp. or any other Capital Stock owned by the sole expense of Borrower, as are appropriate any Subsidiary of the Borrower or requested by Borrower in connection with such terminationOn Command Corp. and its Subsidiaries, except the Capital Stock described on Schedule 6.05 hereto.

Mergers, Consolidations and Sales of Assets. Neither (a The Borrower nor any Restricted Subsidiary will wind up, liquidate not consolidate with or dissolve its affairs or enter merge into any transaction other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Borrower shall not permit any Person to consolidate with or merge into the Borrower, unless: (i) immediately prior to and immediately following such consolidation, merger, sale or lease, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower is the surviving or continuing corporation, or the surviving or continuing corporation that acquires by sale, conveyance, transfer or lease (a) has a Rating equal to or better than the Rating of the Borrower in effect prior to such consolidation or merger or consolidation and (y) is incorporated in the United States and expressly assumes the payment and performance of all Obligations of the Borrower under the Credit Documents pursuant to documentation in form and substance satisfactory to the Required Banks. (b Except for the sale of the properties and assets of the Borrower substantially as an entirety pursuant to subsection (a) above, and other than solely assets required to change be sold to conform with governmental regulations, the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer Borrower shall not sell or otherwise dispose of all or substantially all of its business, property or assets, except for: any assets (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liensshort-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales) (it being understood that for the purposes of clause (c)(ii)(x)if on a pro forma basis, the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market net book value of all Property transferred by Borrower and Domestic Subsidiaries such sales during the most recent 12-month period would exceed ten percent (10%) of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier Consolidated Net Tangible Assets computed as of the Xxxx Las Vegas Reorganization and end of the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with most recent fiscal quarter preceding such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05)sale; provided, however, that, in each case with respect to clauses (A), (B) and (C) that any such sales shall be disregarded for purposes of this Section 10.05(hten percent (10%) (other than limitation if the proceeds are invested in assets in similar or related lines of business of the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)Borrower and, provided further, that the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets Borrower may sell or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority otherwise dispose of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part excess of such acquisition and ten percent (10%) if the proceeds from such sales or dispositions, which are not reinvested as provided above, are retained by the Borrower as cash or cash equivalents at all times until invested in each case comprising all assets in similar or a portion related lines of business of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) Consolidate with or be a party to a merger with any Restricted Subsidiary will wind up, liquidate other corporation or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part (as defined in paragraph (d) of this SECTION 9.6) of the assets of the Borrower and its businessSubsidiaries, property or assetsPROVIDED, except forHOWEVER, that: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A1) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into the Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Wholly-owned Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as in any merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation; (2) any Person may consolidate or merge with the Borrower or a Subsidiary of the Borrower if at the time of such liquidation consolidation or winding up does merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and after giving effect to such consolidation or merger the Borrower would be permitted to incur at least $1.00 of additional Consolidated Indebtedness under the provisions of SECTION 9.1(B); (3) any Subsidiary may sell, lease or otherwise dispose of all or any substantial part of its assets to the Borrower or any Wholly-owned Subsidiary; (4) the Borrower and its Subsidiaries may sell trade receivables or fractional undivided interests therein pursuant to and in accordance with the terms of the Asset Securitization Facility; (5) WCC may enter into TROL Leases; and (6) the Borrower may sell for not constitute less than book value the business, assets and operations constituting the food service business of the Borrower and its Subsidiaries. (b) Permit any Subsidiary to issue or involve an Asset Sale sell any shares of stock of any class (including as "stock" for the purposes of this SECTION 9.6, any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into stock) of such Subsidiary to any Person other than to the Borrower or any other Restricted Subsidiary or any other owner a Wholly-owned Subsidiary, except for the purpose of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or propertyqualifying directors, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments except in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion satisfaction of the consideration in respect validly pre-existing preemptive rights of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility minority shareholders in connection with the occurrence simultaneous issuance of stock to the Borrower and/or a Trigger Event. To Subsidiary whereby the extent Borrower and/or such Subsidiary maintain their same proportionate interest in such Subsidiary. (c) Sell, transfer or otherwise dispose of any Collateral shares of stock of any Subsidiary (except (i) the minimal amount necessary to qualify directors and (ii) shares of stock of WCC provided that, after giving effect to any such sale of WCC stock, the Borrower shall own not less than 50% of the stock of every class issued by WCC) or any Indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to the Borrower or a Wholly-owned Subsidiary) any shares of stock or any Indebtedness of any other Subsidiary, unless: (1) simultaneously with such sale, transfer, or disposition, all shares of stock and all Indebtedness of such Subsidiary at the time owned by the Borrower and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (2) the Board of Directors of the Borrower shall have determined, as evidenced by a resolution thereof, that the purposed sale, transfer or disposition of said shares of stock and Indebtedness is in the best interests of the Borrower; (3) said shares of stock and Indebtedness are sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with to a transaction approved Person, for a cash consideration and on terms reasonably deemed by the Required Lenders, Board of Directors to be adequate and satisfactory; (4) the Subsidiary being disposed of shall not have any continuing investment in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to the Borrower or any other Subsidiary not being simultaneously disposed of; and (5) such sale or other disposition does not involve a Guarantorsubstantial part (as hereinafter defined) shallof the assets of the Borrower and its Subsidiaries. (d) As used in this SECTION 9.6, except as set forth in a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the proviso assets of the Borrower and its Subsidiaries only if the book value of such assets, when added to Section 10.05(h), be the book value of all other assets sold, transferred leased or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.its Subsidiaries

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor will not, and will not permit any Restricted Subsidiary will wind up, liquidate to (1) consolidate with or dissolve its affairs or enter into any transaction of be a party to a merger or consolidation share exchange with any other corporation or (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, 2) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all any substantial part (as defined in paragraph (d) of its business, property or assets, except for: (athis Section 3.19) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business assets of Borrower and its Restricted Subsidiaries taken as a wholeSubsidiaries; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect;provided, however, that: (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (or any Wholly-owned Subsidiary so long as, as long as a result of any such merger or consolidation involving Borrower is and giving effect thereto, Borrower shall be the surviving Personor continuing corporation; (ii) Borrower may consolidate or merge with any Guarantor other corporation if (as long as A) Borrower shall be the surviving Person isor continuing corporation, (B) at the time of such consolidation or merger and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (C) in connection with such consolidation or merger Borrower does not incur or assume Indebtedness except in compliance with the provisions of Section 3.14; (iii) any Subsidiary may merge with or into, or becomes substantially concurrently engage in a share exchange with, any other entity so long as, as a result of such merger or share exchange and giving effect thereto, (A) the resulting entity shall be a Subsidiary of Borrower, (B) Borrower's ownership interest in the resulting Subsidiary shall be no less than Borrower's ownership interest in the constituent Subsidiary engaging therein prior to such transaction, (C) at the time of such merger or share exchange and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (D) in connection with such merger or consolidation, a Guarantor)share exchange neither Borrower nor any Subsidiary incurs or assumes Indebtedness except in compliance with the provisions of Section 3.14; and (Civ) any Restricted Subsidiary may merge sell, lease or consolidate with otherwise dispose of all or any substantial part of its assets to Borrower or any Wholly-owned Subsidiary. (b) The Borrower will not permit any Subsidiary to issue or sell any shares of stock of any class (including as "stock" for the purposes of this Section 3.19, any warrants, rights or options to purchase or otherwise acquire stock or other Securities exchangeable for or convertible into any other Restricted stock) of such Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner a Wholly-owned Subsidiary, except for the purpose of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or propertyqualifying directors, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments except in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion satisfaction of the consideration in respect validly pre-existing preemptive rights of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility minority shareholders in connection with the occurrence simultaneous issuance of stock to Borrower and/or a Trigger Event. To Subsidiary whereby Borrower and/or such Subsidiary maintain their same proportionate interest in such Subsidiary. (c) The Borrower will not sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (except to qualify directors) or any indebtedness of any Subsidiary, and will not permit any Subsidiary to sell, transfer or otherwise dispose of (except to Borrower or a Wholly-owned Subsidiary) any shares of stock or any indebtedness of any other Subsidiary, unless: (1) simultaneously with such sale, transfer or disposition, all shares of stock and all indebtedness of such Subsidiary at the extent any Collateral time owned by Borrower and by every other Subsidiary shall be sold, transferred or disposed of as an entirety; (2) the Board of Directors of Borrower shall have determined, as evidenced by a resolution thereof, that the retention of such stock and indebtedness is no longer in the best interests of Borrower; (3) such stock and Indebtedness is sold, transferred or otherwise disposed of to a Person, for a cash consideration and on terms reasonably deemed by the Board of Directors to be adequate and satisfactory; (4) the Subsidiary being disposed of shall not have any continuing investment in Borrower or any other Subsidiary not being simultaneously disposed of; and (5) such sale or other disposition does not involve a substantial part (as permitted by hereinafter defined) of the assets of Borrower and its Subsidiaries. (d) As used in this Section 10.05 3.19, a sale, lease or in connection with other disposition of assets shall be deemed to be a transaction approved by "substantial part" of the Required Lendersassets of Borrower and its Subsidiaries only if the book value of such assets, in each case, when added to a Person the book value of all other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be assets sold, transferred leased or otherwise disposed of free by Borrower and clear its Subsidiaries (other than in the ordinary course of business) during the same twelve month period ending on the date of such sale, lease or other disposition, exceeds 20% of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense consolidated net tangible assets of Borrower and without recourse or warranty by Collateral Agent (including its Subsidiaries determined as of the execution and delivery end of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationimmediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor Merge into or consolidate with any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement))person, or conveypermit any other person to merge into or consolidate with it, or sell, lease or sublease (as lessor or sublessor)transfer, transfer lease, license or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its businessassets (whether now owned or here after acquired), property or assetsany capital stock of any Subsidiary, or permit any Restricted Subsidiary to issue any shares of its capital stock to any person other than the Borrower or another Subsidiary, or, except for: as expressly permitted under Section 6.04, purchase, lease, license or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or assets that are substantial in relation to the Company and its subsidiaries taken as a whole, except that (a) Capital Expenditures by the Borrower and any of the Restricted Subsidiaries; Subsidiaries may (bi) Sales or dispositions purchase and dispose of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries inventory in the ordinary course of business and the abandonment enter into Ordinary Licensing Transactions and (ii) dispose of obsolete or other sale of Intellectual Property that isworn out assets, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (cb) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) if at the time of such Asset Sale, thereof and immediately after giving effect thereto no Event of Default then exists or would arise therefromDefault shall have occurred and be continuing and the Collateral Requirement and the Guarantee Requirement shall be satisfied, (i) any subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation and no person other than the Borrower receives any consideration and (ii) any subsidiary of the Borrower may merge into or consolidate with any other subsidiary of the Borrower in a transaction in which, after giving effect to such merger, the percentage ownership of the surviving entity is not less than the Company's or the subsidiary's ownership in either of the subsidiaries prior to such merger or consolidation and no person other than the Borrower or a Wholly Owned Subsidiary receives any consideration, (c) the Borrower or any subsidiary of its the Borrower may sell, transfer or otherwise dispose of other assets (other than the Equity Interests of Restricted Subsidiaries shall receive not less than 75Subsidiaries, but including the Playboy Mansion in Los Angeles, California) for consideration at least 80% of which consists of cash in one or more arm's length transactions so long as (i) the proceeds of any such consideration sale are held and applied in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, accordance with the fair market value terms of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, this Agreement and without (ii) after giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02such sale, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred the assets sold by the Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries its subsidiaries pursuant to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries c), excluding any sale of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall the Playboy Mansion, does not exceed $10,000,000 in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (yd) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures investments expressly permitted by Section 6.04. Notwithstanding anything to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth contrary in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganizationthis Section 6.05, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with Company may consummate the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default existsPlayboy Merger, the Obligations of such Guarantor Spice Merger, the Stock Transfer and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationXxxxxxx Xxxxxxxxxxxxx Transaction.

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all a "substantial part" of the assets of the Borrower and its businessMaterial Subsidiaries; provided, property or assetshowever, except forthat: (a1) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct any Material Subsidiary of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower or any Subsidiary of which the Borrower holds at least the same percentage equity ownership; provided that in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation; (as 2) the Borrower or any public utility Subsidiary of the Borrower may, upon prior notice to the Agent and the Banks, enter into one or more mergers or acquisitions with any other Person so long as (a) in the case of the Borrower, (i) the Borrower is the surviving Personentity and (ii) or any Guarantor (as long as the surviving Person islong-term unsecured non-credit enhanced debt rating of the Borrower, or becomes substantially concurrently with after giving effect to such merger or consolidationacquisition, a Guarantor); is rated both BBB- or better (Cas determined by Standard & Poors' Rating Services) any Restricted Subsidiary may merge and Baa3 or consolidate with or into any other Restricted Subsidiary better (so long asas determined by Xxxxx'x Investors Services, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a GuarantorInc.); and (Db) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a public utility Subsidiary of the Borrower, the Borrower will at all times continue to own at least 80% of the equity securities of such public utility Subsidiary. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a "substantial part" of the consolidated assets of the Borrower and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets (including without limitation stock in Subsidiaries but excluding assets sold pursuant to a Foreign Subsidiary sale and leaseback transaction permitted under clause pursuant to Section 7.11) sold, leased, transferred or disposed of by the Borrower and its Subsidiaries during such fiscal year (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts than inventory in the ordinary course of business; ) exceeds fifteen percent (j15%) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of the total assets or property, or any part thereof, under of the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesSubsidiaries, transfers or other dispositions determined on a consolidated basis as of property subject to a Casualty Event;the last day of the immediately preceding fiscal year. (mb) The Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such salewill not sell, transfer or otherwise dispose of, or permit any Subsidiary to issue, sell, transfer or otherwise dispose of, more than twenty percent (20%) of any of its public utility Subsidiaries' shares of stock of any class (including as "stock" for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate Securities exchangeable for or requested by Borrower in connection with such terminationconvertible into stock).

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor any Restricted Subsidiary will wind up, liquidate not consolidate with or dissolve its affairs or enter merge into any transaction other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Borrower shall not permit any Person to consolidate with or merge into the Borrower, unless: (i) immediately prior to and immediately following such consolidation, merger, sale or lease, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower is the surviving or continuing corporation, or the surviving or continuing corporation that acquires by sale, conveyance, transfer or lease (a) has a Rating equal to or better than the Rating of the Borrower in effect prior to such consolidation or merger or consolidation and (y) is incorporated in the United States and expressly assumes the payment and performance of all Obligations of the Borrower under the Credit Documents pursuant to documentation in form and substance satisfactory to the Required Banks. (b) Except for the sale of the properties and assets of the Borrower substantially as an entirety pursuant to subsection (a) above, and other than solely assets required to change be sold to conform with governmental regulations, the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer Borrower shall not sell or otherwise dispose of all or substantially all of its business, property or assets, except for: any assets (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liensshort-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales) (it being understood that for the purposes of clause (c)(ii)(x)if on a pro forma basis, the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market net book value of all Property transferred by Borrower and Domestic Subsidiaries such sales during the most recent 12-month period would exceed ten percent (10%) of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier Consolidated Net Tangible Assets computed as of the Xxxx Las Vegas Reorganization and end of the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with most recent fiscal quarter preceding such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05)sale; provided, however, that, in each case with respect to clauses (A), (B) and (C) that any such sales shall be disregarded for purposes of this Section 10.05(hten percent (10%) limitation if the proceeds are invested in assets in similar or related lines of business of the Borrower and, provided further, that the Borrower may sell or otherwise dispose of assets in excess of such ten percent (other than 10%) if the proceeds from such sales or dispositions, which are not reinvested as provided above, are retained by the Borrower as cash or cash equivalents at all times until invested in assets in similar or related lines of business of the case of a transfer Borrower. (c) Notwithstanding anything in this Agreement to a Foreign Subsidiary permitted under clause (A) above)the contrary, the Lien on Borrower may not sell its equity interest in any Material Subsidiary unless prior to such property granted in favor of Collateral Agent under sale the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures has delivered to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect Administrative Agent a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary certificate pursuant to an agreement or other obligation with or which the Borrower certifies that both immediately prior, and immediately after giving effect, to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale no Default or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default existshas occurred and is continuing and no event or circumstance has occurred which has had, such Collateral (unless sold or which is reasonably expected to Borrower or have, a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationMaterial Adverse Effect.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor (a) The Company will not, and will not permit any Restricted Subsidiary will wind upto, liquidate (1) consolidate with or dissolve its affairs or enter into be a party to a merger with any transaction of merger or consolidation other corporation, (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, 2) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of the assets of the Company and its businessSubsidiaries (on a consolidated basis), property or assets(3) issue any securities or any rights or options to purchase securities for less than fair value as determined in good faith by the Board of Directors, except forprovided, however, that: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, any Subsidiary (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted LiensHamlet) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower the Company or any Subsidiary; (as long as Borrower is ii) the Company may consolidate or merge with any other corporation if (A) the Company shall be the surviving Personor continuing corporation or else the surviving or continuing corporation shall (x) have a consolidated EBITDA for the twelve-month period ending on the last day of the calendar quarter immediately preceding the date of such consolidation or merger, determined on a pro forma basis, equal to or exceeding that of the Company for such period and (y) assume all of the obligations of the Company under the Notes and this Agreement and (B) at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and (iii) any Subsidiary (other than Hamlet) may sell, lease or otherwise dispose of its assets, or issue securities, to the Company or any Guarantor Subsidiary. (as long as b) The Company shall not, and shall not permit any of its subsidiaries to, consummate any Asset Sales where the surviving Person is, fair market value of the assets being sold exceeds $500,000 in the aggregate for any fiscal year unless the Company or becomes substantially concurrently with such merger or consolidation, subsidiary (but in no event Hamlet unless in a Guarantor); (CHamlet Sale) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, receives consideration at the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner time of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant at least equal to this Section 10.05); provided, however, that, the fair market value (as determined in each case with respect to clauses (A), (B) and (Cgood faith by the Board of Directors of the Company or the applicable subsidiary) of this Section 10.05(hthe assets subject to such Asset Sale. (c) If the Company consummates any Asset Sale (other than a Hamlet Sale) for Net Proceeds in the case excess of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts $100,000 and other assets or contracts than in the ordinary course of business; (j) conveyances, salesin a single transaction or a series of transactions, leasesthe Company shall, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required bypermitted by the Credit Agreement, or made pursuant to, customary buy/sell arrangements between use (i) 50% of any Net Proceeds from such sales up to the joint venture parties set forth in joint venture arrangements first $3,000,000 of Net Proceeds and similar binding arrangements; (nii) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion 100% of the consideration Net Proceeds from such sales in respect excess of such sale or acquisition; (q) from and after $3,000,000, to promptly prepay the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility outstanding Notes in connection accordance with the occurrence terms of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h2.1(b), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct a “substantial part” of the business assets of the Borrower and its Restricted Subsidiaries taken as a wholeSubsidiaries; provided, however, that (i) the foregoing shall not prohibit any sale, lease, transfer or disposition of assets, other than equity interests in or the assets of BHP and the termination or assignment of Contractual Obligations CLF&P, solely to the extent and so long as (A) such termination transaction does not result in a downgrade of the Borrower’s S&P Rating below BBB- or assignment does the Borrower’s Xxxxx’x Rating below Baa3, (B) such transaction is for cash consideration (or other consideration acceptable to the Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower the foregoing shall not prohibit any sale, lease, transfer or any of its Restricted Subsidiaries shall receive disposition to which the Required Banks have consented, such consent not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: by unreasonably withheld if (A) any liabilities (as shown on such transaction does not result in a downgrade of either the Borrower’s S&P Rating below BBB- or such Restricted Subsidiarythe Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writingXxxxx’x Rating below Baa3, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into transaction is for cash consideration (or Cash Equivalents (other consideration acceptable to the extent of the cash or Cash Equivalents receivedRequired Banks) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, amount not in excess of $75.0 million, with less than the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicablethe applicable assets, and without giving effect to subsequent changes in value(C) and such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole; (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and Borrower (yother than Marketing Subsidiary) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower (as long as Borrower is the surviving Person) or any Guarantor Subsidiary of which the Borrower holds (as long as directly or indirectly) at least the surviving Person is, or becomes substantially concurrently with same percentage equity ownership; provided that in any such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantorconsolidation involving the Borrower, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documentssurviving or continuing corporation; (iiv) voluntary terminations of Swap Contracts the Borrower and other assets or contracts its Subsidiaries may sell inventory, reserves and electricity in the ordinary course of business; (jv) conveyances, sales, leases, transfers the Borrower and its Subsidiaries may sell the assets of or other dispositions which do not constitute Asset Salesequity interest in any Immaterial Subsidiary; (kvi) any taking by the Borrower may enter into a Governmental Authority of assets or propertymerger with, or any part thereofacquisition of all of, under another Person so long as: (A) the power Borrower or such Subsidiary is the surviving entity, and (B) unless consented to by the Required Banks, no downgrade in the Borrower’s S&P Rating below BBB- or the Borrower’s Xxxxx’x Rating below Baa3 would occur as a result of eminent domain or condemnationthe consummation of such a transaction; (lvii) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired; and (viii) no Default or Event of Default has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a “substantial part” of the Consolidated Assets of the Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of the Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.12(a) or Section 7.14 hereof, the Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as “stock” for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such convertible into stock) of any Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after Borrower, except to the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear Wholly-Owned Subsidiary of the Liens created by Borrower or except for the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense purpose of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.

Mergers, Consolidations and Sales of Assets. Neither The Borrower nor will not, and will not cause or permit any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except forRestricted Subsidiaries to: (a) Capital Expenditures by merge into or consolidate with any Person, or permit any other Person to merge into or consolidate with it, provided that, if there exists no Default or Event of Default at the time thereof or immediately after giving effect thereto (i) any Wholly Owned Subsidiary that is also a Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Wholly Owned Subsidiary that is also a Restricted Subsidiary may merge into or consolidate with any other Wholly Owned Subsidiary that is also a Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary that is also a Restricted Subsidiary and no Person other than the Borrower or a Wholly Owned Subsidiary that is also a Restricted Subsidiaries;Subsidiary receives any consideration; or (b) Sales sell, transfer, lease or dispositions otherwise dispose of used, worn out, obsolete (in one transaction or surplus Property or Property no longer useful in the business a series of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (ctransactions) Asset Sales by Borrower all or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any substantial part of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of assets (x) cash whether now owned or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Personhereafter acquired) or any Guarantor (as long as amount of Capital Stock of any Subsidiary of the surviving Person isBorrower, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, except that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations the Borrower and any Subsidiary of Swap Contracts the Borrower may sell or dispose of inventory and other assets or contracts obsolete equipment in the ordinary course of business; , (jii) conveyancesif at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, sales, leases, transfers the Borrower or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of its Subsidiaries may sell or dispose of assets or property, (not including Capital Stock owned by the Borrower or any part thereof, under Subsidiary of the power of eminent domain or condemnation; (lBorrower) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in for fair market value outside the ordinary course of business; business (oeach an "ASSET DISPOSITION") any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom as long as the cumulative aggregate noncash consideration for all such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and Asset Dispositions after the Xxxx Las Vegas Reorganizationdate hereof shall not exceed $10,000,000 in fair market value and provided that the aggregate Net Cash Proceeds of all such Asset Dispositions are, to the transfer or sale or disposition extent they exceed 15% of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility Consolidated Tangible Assets applied in connection accordance with the occurrence terms of a Trigger Event. To Section 2.12(c) hereof to repay the extent any Collateral is soldLoans and reduce the Commitment, transferred or otherwise disposed of as permitted by this Section 10.05 or and (iii) in connection with a transaction approved by addition to (i) and (ii) above, if at the Required Lenders, in each case, to a Person other than a Credit Party, so long as time thereof and immediately after giving effect thereto no Event of Default existsor Default shall have occurred and be continuing, such Collateral (unless sold to the Borrower may transfer control, through a sale, corporate transaction or a Guarantor) shallother disposition, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by hotel contracts and related assets for its hotel customers outside of the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationUnited States.

Mergers, Consolidations and Sales of Assets. Neither (a) The Borrower nor any Restricted Subsidiary will wind up, liquidate not consolidate with or dissolve its affairs or enter merge into any transaction other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Borrower shall not permit any Person to consolidate with or merge into the Borrower, unless: (i) immediately prior to and immediately following such consolidation, merger, sale or lease, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower is the surviving or continuing corporation, or the surviving or continuing corporation that acquires by sale, conveyance, transfer or (a) has a Rating equal to or better than the Rating of the Borrower in effect prior to such consolidation or merger or consolidation and (y) is incorporated in the United States and expressly assumes the payment and performance of all Obligations of the Borrower under the Credit Documents pursuant to documentation in form and substance satisfactory to the Required Banks. (b) Except for the sale of the properties and assets of the Borrower substantially as an entirety pursuant to subsection (a) above, and other than solely assets required to change be sold to conform with governmental regulations, the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer Borrower shall not sell or otherwise dispose of all or substantially all of its business, property or assets, except for: any assets (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liensshort-term, readily marketable investments purchased for cash management purposes with funds not representing the proceeds of other asset sales) (it being understood that for the purposes of clause (c)(ii)(x)if on a pro forma basis, the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market net book value of all Property transferred by Borrower and Domestic Subsidiaries such sales during the most recent 12-month period would exceed ten percent (10%) of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier Consolidated Net Tangible Assets computed as of the Xxxx Las Vegas Reorganization and end of the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with most recent fiscal quarter preceding such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05)sale; provided, however, that, in each case with respect to clauses (A), (B) and (C) that any such sales shall be disregarded for purposes of this Section 10.05(hten percent (10%) (other than limitation if the proceeds are invested in assets in similar or related lines of business of the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)Borrower and, provided further, that the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets Borrower may sell or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority otherwise dispose of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part excess of such acquisition and ten percent (10%) if the proceeds from such sales or dispositions, which are not reinvested as provided above, are retained by the Borrower as cash or cash equivalents at all times until invested in each case comprising all assets in similar or a portion related lines of business of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)organization), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens securing Indebtedness at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made permitted pursuant to the extent permitted by Sections 10.04 any Specified Debt Agreement and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02property; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other Restricted Subsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business; (j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales; (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event; (m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business; (o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (q) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (rq) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such termination.

Mergers, Consolidations and Sales of Assets. Neither (a) Borrower nor will not, and will not permit any Restricted Subsidiary will wind upof its Material Subsidiaries to, liquidate (i) consolidate with or dissolve its affairs be a party to merger with any other Person or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the Security Agreement)), or convey, ii) sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of all or substantially all of its business, property or assets, except for: (a) Capital Expenditures by Borrower and a “substantial part”of the Restricted Subsidiaries; (b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower and the Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business assets of Borrower and its Restricted Subsidiaries taken as Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Banks have consented, such consent not to by unreasonably withheld if (A) such transaction does not result in a whole; and the termination downgrade of either Borrower’s S&P Rating or assignment of Contractual Obligations Xxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the extent Required Banks) in an amount not less than the fair market value of the applicable assets, and (C) such termination or assignment does transaction, when combined with all other such transactions, would not have a Material Adverse Effect; (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or would arise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or Cash Equivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood that for the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measured at such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceeds therefrom shall be applied as specified in Section 2.10(a)(iii); (d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made to the extent permitted by Section 10.06; (e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents; (f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02; (g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course of business shall be permitted; (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any Restricted Subsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries of Borrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrowera whole, (x) prior to the earlier any Subsidiary of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary Borrower may merge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person issell, lease or becomes substantially concurrently with such merger otherwise convey all or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with such merger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (so long as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than substantial part of its assets to Borrower or any other Restricted Subsidiary of which Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05); providedmerger or consolidation involving Borrower, however, that, in each case with respect to clauses (A)Borrower shall be the surviving or continuing corporation, (By) Borrower and (C) of this Section 10.05(h) (other than in the case of a transfer to a Foreign Subsidiary permitted under clause (A) above)its Subsidiaries may sell inventory, the Lien on such property granted in favor of Collateral Agent under the Security Documents shall be maintained in accordance with the provisions of this Agreement reserves and the applicable Security Documents; (i) voluntary terminations of Swap Contracts and other assets or contracts electricity in the ordinary course of business;, and (z) Borrower may enter into a merger with, or acquisition of all of, another Person so long as: (j1) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;Borrower is the surviving entity, (k2) any taking unless consented to by the Required Banks, no downgrade in the Borrower’s S&P Rating or Xxxxx’x Rating would occur as a Governmental Authority result of the consummation of such a transaction, (3) if such transaction is an acquisition, the Board of Directors (or similar governing body) of the Person being acquired has approved being so acquired, (4) no Default or Event of Default would has occurred and is continuing at the time of, or would occur as a result of, such transaction. As used in this Section 7.12(a), a sale, lease, transfer or disposition of assets or property, or during any part thereof, under fiscal year shall be deemed to be of a “substantial part” of the power consolidated assets of eminent domain or condemnation; (l) Borrower and its Restricted Subsidiaries may make salesif the net book value of such assets, transfers when added to the net book value of all other assets sold, leased, transferred or other dispositions disposed of property subject to a Casualty Event; (m) by the Borrower and its Restricted Subsidiaries may make sales(excluding the Marketing Subsidiaries) during such fiscal year (other than inventory, transfers or other dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements reserves and similar binding arrangements; (n) selling, factoring or discounting of accounts receivable (including defaulted receivables) electricity in the ordinary course of business;) exceeds ten percent (10%) of the total assets of Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year. Notwithstanding anything to the foregoing to the contrary, the Banks hereby consent to the CLF&P Acquisition on terms substantially similar to those contained in the Stock Purchase Agreement between Xcel Energy Inc. and the Borrower, dated January 13, 2004, related to the CLF&P Acquisition filed as Exhibit 2.1 to the Borrower’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2004, with such changes as are commercially reasonable. (ob) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition; (p) any disposition of Equity Interests of a Subsidiary Except as permitted pursuant to an agreement Section 7.12(a) or Section 7.14 hereof, Borrower will not sell, transfer or otherwise dispose of, or permit any of its Subsidiaries to issue, sell, transfer or otherwise dispose of, any shares of stock of any class (including as “stock”for purposes of this Section, any warrants, rights or options to purchase or otherwise acquire stock or other obligation with Securities exchangeable for or to a person from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (qconvertible into stock) from and after the Xxxx Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and (r) any transfer Subsidiary of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event. To the extent any Collateral is soldBorrower, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transaction approved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold except to Borrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Liens created by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect the foregoing at the sole cost and expense Wholly-Owned Subsidiary of Borrower and without recourse or warranty by Collateral Agent (including except for the execution and delivery purpose of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale, transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations of such Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each of Administrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower in connection with such terminationqualifying directors.